What changed in this filing

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Item 9A. Controls and Procedures

2025-03-10 compared with 2024-04-02 · 40 added, 24 removed, 288 unchanged (18% of the section changed)

61 unchanged sentences

Under his leadership, Campbell Mithun grew to be one of the 20 largest agencies in the world.

He currently serves on the board of Wisdom Gaming.

Liszt has served as a Board member for several industry-leading companies including Land O’ Lakes, ShuffleMaster, Ocular Sciences, Coleman Natural Foods, and Eggland’s Best.

76 unchanged sentences

Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC certain reports regarding their ownership of common stock or any changes in such ownership.

Based on our own review, we believe that there were no late filings during 2023.

Based on our own review, our directors and officers appear to have filed all required Section 16(a) reports on a timely basis.

Nevertheless, a greater-than-ten-percent shareholder has advised us that they engaged in three sales during 2024 that were reported late on Form 4.

ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION

3 unchanged sentences

Cash Bonus (1)

Option Awards (2)

All Other Compensation (2)

3 unchanged sentences

$300,000 of the 2024 cash bonus amount reflected in the table was declared by the Compensation Committee and paid to the executive in January 2025.

The 2022 option award amount reflects the grant date fair value of options granted to the executive in November, 2022, subject to shareholder approval subsequently obtained in January 2023, using the Black-Scholes valuation method in accordance with FASB ASC Topic 718.

*includes additional compensation of payment of health insurance premiums and 401(k) matching contributions under the employment retirement program.

On February 20, 2023, we entered into new executive employment agreements with Mr.

Includes additional compensation of payment of health premiums and 401(k) matching contributions under the employment retirement program.

On January 1, 2025, we entered into new executive employment agreements with Mr.

Polinsky, our Chief Executive Officer, and Mr.

15 unchanged sentences

Presently, each such director receives an annualized cash fee of $40,000, generally paid in quarterly installments.

Option Awards (1)

Amount represents the grant date fair value in accordance with FASB ASC Topic 718.

$150,000 of the 2023 cash bonus amount reflected in the table was declared by the Board of Directors and paid to the director in January 2024.

The 2024 cash bonuses reflected in the table were declared by the Board of Directors and paid to the director in January 2025.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

49 unchanged sentences

Our related-party transactions requiring disclosure under this policy are as follows:

On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski, owned and continues to own approximately 534,000 shares of our common stock.

In the transaction, we obtained a two-year promissory note in the principal amount of $250,000, which was subsequently amended such that the note presently matures in July 2024.

The promissory note bears interest payable monthly at the rate of 10% per annum.

The note is secured by the debtors’ pledge to us of 277,778 shares of our common stock.

The pledged shares are held in physical custody for us by Millennium Trust Company, as our custodial agent.

We held a promissory note with two shareholders in the principal amount of $250,000.

The promissory note bore interest payable monthly at the rate of 10% per annum.

The note was secured by the debtors’ pledge to us of 277,778 shares of common stock.

The note was paid in full including all accrued interest on September 26, 2024.

On January 3, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Eastman Investment, Inc., a Nevada corporation, and Lyle A.

45 unchanged sentences

Berman, as trustee of the Lyle A.

Berman Revocable Trust, dated January 3, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 10, 2022)

Employment agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

Employment agreement with Joseph Geraci (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

Berman Revocable Trust, dated January 3, 2022 (now terminated) (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 10, 2022)

Employment Agreement with Douglas Polinsky (now expired) (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

Employment Agreement with Joseph Geraci (now expired) (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

Executive Employment Agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Executive Employment Agreement with Joseph Geraci (incorporated by reference to Exhibit 10.5 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Stock Incentive Plan (incorporated by reference to the registrant’s definitive proxy statement filed on December 15, 2022)

Amendment No.

1 to Stock Incentive Plan (incorporated by reference to exhibit 10.1 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

Fourth Short-Term Loan Agreement with Mustang Funding, LLC (incorporated by reference to exhibit 10.1 to the registrant’s quarterly report on Form 10-Q filed on November 12, 2024)

Fourth Short-Term Promissory Note issued by Mustang Funding, LLC in favor of Mill City Ventures III, Ltd.

(incorporated by reference to exhibit 10.2 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

Amendment No.

1 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated April 29, 2024 (incorporated by reference to exhibit 10.3 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

Subordination and Intercreditor Agreement with Orion Pip, LLC dated December 28, 2022 (incorporated by reference to exhibit 10.4 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

Amendment No.

2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated November 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on November 20, 2024)

Amendment No.

3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated December 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 18, 2024)

Amendment No.

4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 7, 2025)

Amendment No.

5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Amended and Restated Subordination and Intercreditor Agreement with Orion Pip LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.2 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.3 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Code of Ethics (incorporated by reference to Exhibit 14.1 to the registrant’s registration statement on Form S-1/A filed on July 28, 2022)

Consent of Independent Registered Public Accounting Firm

Section 302 Certification of the Chief Executive Officer *

9 unchanged sentences

Chief Executive Officer

April 1, 2024

March 7, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

Chief Executive Officer, President and

April 1, 2024

March 7, 2025

Director (principal executive officer)

April 1, 2024

March 7, 2025

/s/ Joseph A.

Chief Financial Officer and Director

April 1, 2024

March 7, 2025

(principal accounting and financial officer)

/s/ Lyle Berman

April 1, 2024

March 7, 2025

/s/ Howard Liszt

April 1, 2024

March 7, 2025

/s/ Laurence Zipkin

April 1, 2024

March 7, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures