BLOOMIA HOLDINGS, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer and principal financial officer) and the Company’s Vice President of Finance (principal accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2021, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s principal executive officer and the principal accounting officer concluded that the Company’s disclosure controls and procedures as of December 31, 2021 were effective. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Vice President of Finance, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021. In conducting its evaluation, our management used the criteria set forth by the framework in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management believes our internal control over financial reporting was effective as of December 31, 2021. Implemented Remedial Actions in Response to Material Weakness In connection with management’s evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, and as disclosed in our Form 10-K/A filed on August 23, 2021, management identified a material weakness because the Company did not have adequate internal controls to address the risk of not collecting and remitting sales tax that was due on sales of certain of our products and services to certain of our customers. Consequently, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020 due to the material weakness. To address the material weakness, we designed, implemented and tested new review controls to appropriately address the risk of not collecting and remitting sales tax that was due. These new review controls included review of taxability of new products and services and obtaining of appropriate documentation of exempt status from customers. Our management determined the foregoing material weakness to be remediated as of December 31, 2021. 38 Table of Contents Inherent Limitations on Control Systems Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control Over Financial Reporting Except as noted above, no changes in the Company’s internal control over financial reporting occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 39 Table of Contents PART III. Item 10. Directors, Executive Officers and Corporate Governance Incorporated into this Item by reference is the information appearing under the headings “Proposal One – Election of Directors,” “Corporate Governance and Board Matters,” “Submission of Shareholder Proposals and Nominations” and, if any, “Delinquent Section 16(a) Reports,” in our Proxy Statement for our 2022 Annual Meeting of Shareholders we intend to file with the SEC (the “Proxy Statement”). Information about our Executive Officers As of the date of filing this Form 10-K, the following individuals were executive officers of the Company: Name Age Position Kristine A. Glancy 44 President, Chief Executive Officer and Secretary Adam D. May 38 Chief Growth Officer Zackery A. Weber 42 Vice President of Finance Kristine A. Glancy has been our President and Chief Executive Officer since 2016, and a member of the Board of Directors since June 2017. She has served in the roles of principal executive officer since 2016 and principal financial officer since January 2021. Prior to joining the Company, Ms. Glancy served in various roles at The Kraft Heinz Company from 1999 to 2016, most recently as Customer Vice President from 2013 to 2016. She held the positions of Director of Sales from 2012 to 2013 and National Customer Manager from 2010 to 2012. Ms. Glancy holds a Bachelor of Arts degree in Marketing and International Business from Saint Mary’s University and an MBA from Fordham University, New York City. Adam D. May , has been our Chief Growth Officer since January 2020. He served as Senior Vice President of Sales from July 2017 to December 2019. Mr. May has over 10 years of CPG sales and business development experience at Mars, Incorporate and The Kraft Heinz Company. Most recently Mr. May served as Associate Director from 2016 to July 2017. He held several Customer Business Lead roles from 2012 to 2016. Before joining The Kraft Heinz Company, Mr. May held several Sales positions at Mars Petcare from 2008 to 2012. His experience provides necessary skills to the Company in the areas of Sales, Sales Strategy and Business Development. Mr. May holds a Bachelor of Science in Business Administration and Management from Indiana University. Zackery A. Weber has served as Vice President of Finance since January 2022. Previously he served as Senior Director of Financial Planning and Analysis from December 2020 to January 2022. He has served in the role of principal accounting officer since January 2021. He served as Director of Financial Planning and Analysis from 2015 to December 2020, and as a Senior Financial Analyst for the Company from 2013 to 2015. Before joining the Company, Mr. Weber held analyst and accounting positions at Target Corporation with increasing responsibility from 2003 to 2013. He began his career as an auditor at McGladrey & Pullen from 2002 to 2003. Mr. Weber holds a Bachelor of Arts degree in Accounting from the University of St. Thomas and an MBA in Finance & Management, from the University of St. Thomas - Opus College of Business. There are no family relationships among any of the executive officers and directors of the Company. Code of Ethics/Code of Conduct We have in place a “code of ethics” within the meaning of Rule 406 of Regulation S-K, which is applicable to our senior financial management, including specifically our principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Ethics is available on our website (www.insigniasystems.com) under the “Investor Relations - Corporate Governance” caption. We intend to satisfy our disclosure obligations regarding any amendment to, or a waiver from, a provision of this code of ethics by posting such information on the same website. 40 Table of Contents Item 11. Executive Compensation The information appearing under the headings “Executive Compensation” and “Corporate Governance and Board Matters – Compensation of Non-Employee Directors” in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information appearing under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions and Director Independence The information appearing under the heading “Certain Relationships and Related-Party Transactions” and regarding director independence appearing under the heading “Corporate Governance and Board Matters” in the Proxy Statement is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information regarding principal accounting fees and services appearing under the heading “Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated herein by reference. 41 Table of Contents PART IV. Item 15. Exhibits and Financial Statement Schedules The following financial statements of Insignia Systems, Inc. are included in Item 8: Report of Independent Registered Public Accounting Firm Balance Sheets as of December 31, 2021 and 2020 Statements of Operations for the years ended December 31, 2021 and 2020 Statements of Shareholders’ Equity for the years ended December 31, 2021 and 2020 Statements of Cash Flows for the years ended December 31, 2021 and 2020 Notes to Financial Statements (a) Exhibits Exhibit Number Description Incorporated by Reference To 3.1 Restated Articles of Incorporation (effective as of January 4, 2021) Exhibit 3.1 to Current Report filed January 6, 2021 3.2 Composite Bylaws, as amended through December 5, 2015 Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2015 4.1 Description of Securities Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 2019 *10.1 2003 Incentive Stock Option Plan, as amended Exhibit 10.1 to Form 8-K filed December 2, 2016 *10.2 Form of Incentive Stock Option Agreement under 2003 Incentive Stock Option Plan Exhibit 10.1 to Form 8-K filed January 16, 2013 *10.3 2013 Omnibus Stock and Incentive Plan, as amended Exhibit 10.2 to Form 8-K filed December 2, 2016 *10.4 Form of Incentive Stock Option Agreement under 2013 Omnibus Stock and Incentive Plan Exhibit 10.1 to Form 8-K filed August 23, 2013 *10.5 Form of Restricted Stock Unit Agreement for Employees under 2013 Omnibus Stock and Incentive Plan Exhibit 10.1 to Form 8-K filed May 28, 2014 *10.6 Form of Restricted Stock Award Agreement for Employees under the 2013 Omnibus Stock and Incentive Plan Exhibit 10.1 to Form 10-Q for the quarterly period ended September 30, 2017 *10.7 2018 Equity Incentive Plan Exhibit 99.1 to Registration Statement on Form S-8, Reg. No. 333-226670 *10.8 Form of Non-Qualified Stock Option Agreement under 2018 Equity Incentive Plan Exhibit 10.1 to Form 8-K filed August 14, 2018 *10.9 Form of Restricted Stock Unit Agreement under 2018 Equity Incentive Plan Exhibit 10.2 to Form 8-K filed August 14, 2018 *10.10 Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2018 Equity Incentive Plan Exhibit 10.1 to Form 10-Q for the quarterly period ended June 30, 2019 *10.11 Employee Stock Purchase Plan, as amended Exhibit 99.2 to Registration Statement on Form S-8, filed August 8, 2018 *10.12 Deferred Compensation Plan for Directors Exhibit 10.1 to Form 10-Q for the quarterly period ended March 31, 2018 *10.13 Employment Agreement with Kristine Glancy dated April 8, 2016 Exhibit 10.1 to Form 8-K filed April 13, 2016 *10.14 Change in Control Severance Agreement with Kristine Glancy dated April 8, 2016 Exhibit 10.2 to Form 8-K filed April 13, 2016 *10.15 First Amendment to Change in Control Agreement with Kristine A. Glancy dated April 28, 2018 Exhibit 10.1 to Form 10-Q for the quarterly period ended March 31, 2019 *10.16 Employment Agreement with Adam May dated December 20, 2019 Exhibit 10.18 to Annual Report on Form 10-K for the year ended December 31, 2019 *10.17 Change in Control Agreement with Adam May dated December 20, 2019 Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2019 42 **10.18 Settlement Agreement and Release with News America Marketing In-Store, LLC, dated February 9, 2011, including exhibits Exhibit 10.1 to Form 10-Q/A for the quarterly period ended March 31, 2011 *10.19 Employment Agreement with Zackery A. Weber dated September 10, 2021 Exhibit 10.1 to Form 8-K filed September 16, 2021 *10.20 Form of Retention Agreement Exhibit 10.2 to Form 8-K filed September 16, 2021 10.21 Cooperation Agreement, dated as of October 11, 2021, with Nicholas J. Swenson, Air T, Inc., Groveland Capital LLC, AO Partners I, L.P., AO Partners LLC, and Glenhurst Co. Exhibit 10.1 to Form 8-K filed October 13, 2021 +23.1 Consent of Independent Registered Public Accounting Firm +31 Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 ++32 Section 1350 Certifications +101 The following materials from Insignia Systems, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 are filed herewith, formatted in inline XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Shareholders’ Equity (iv) Statements of Cash Flows, and (v) Notes to Financial Statements. +104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) * Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K. + Filed herewith. ++ Furnished herewith. ** Portions of this exhibit are treated as confidential pursuant to a request for confidential treatment filed by Insignia with the SEC. Item 16. Form 10-K Summary None. 43 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Insignia Systems, Inc By: /s/ Kristine A. Glancy Name: Kristine A. Glancy Title: President and Chief Executive Officer Dated: March 9, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Kristine A. Glancy President, Chief Executive Officer, Secretary and Director March 9, 2022 Kristine A. Glancy (principal executive officer and principal financial officer) /s/ Zackery A. Weber Vice President of Finance March 9, 2022 Zackery A. Weber (principal accounting officer) /s/ Jacob J. Berning Chairman of the Board, Director March 9, 2022 Jacob J. Berning /s/ Chad B. Johnson Director March 9, 2022 Chad B. Johnson /s/ Nicholas J. Swenson Director March 9, 2022 Nicholas J. Swenson /s/ Loren A. Unterseher Director March 9, 2022 Loren A. Unterseher 44