What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-09 · 104 added, 90 removed, 82 unchanged (70% of the section changed)

1 unchanged sentence

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, 2022, pursuant to Exchange Act Rule 13a-15.

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 the Company’s Vice President of Finance (principal financial and 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, 2023, 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, 2023 were effective.

8 unchanged sentences

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.

The design of any system of controls is also 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.

7 unchanged sentences

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 2023 Annual Meeting of Shareholders we intend to file with the SEC (the “Proxy Statement”).

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 Stockholder Proposals and Nominations” and, if any, “Delinquent Section 16(a) Reports,” in our Proxy Statement for our 2024 Annual Meeting of Stockholders we intend to file with the SEC (the “Proxy Statement”).

Information about our Executive Officers

1 unchanged sentence

President, Chief Executive Officer and Secretary

Chief Growth Officer

Vice President of Finance

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.

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.

May has been our Chief Growth Officer since January 2020.

He served as Senior Vice President of Sales from July 2017 to December 2019.

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.

May holds a Bachelor of Science in Business Administration and Management from Indiana University.

Chief Executive Officer of Bloomia B.V.

Uglem has served as President and CEO since August 2023.

Previously he served as Senior Vice President of Lending from March 2023 to August 2023.

Uglem has over twenty years of experience in credit and lending, most recently as Ag Credit and Lending Director at Air T, Inc.

from February 2019 to March 2023.

Uglem spent nearly 13 years at CHS Inc., serving most recently as Credit Director from 2014 to January 2019.

Early in his career, he held positions at AgCountry Farm Credit Services and Affinity Plus Credit Union, as well as being involved in his family’s farming operation in North Dakota.

Uglem holds a Bachelor of Science in Agricultural Economics from North Dakota State University.

Weber has served as Vice President of Finance since January 2022.

8 unchanged sentences

Thomas - Opus College of Business.

Jansen has served as the Chief Executive Officer of Bloomia B.V.

since June 2022.

Previously, he served as General Manager of Fresh Tulips USA, LLC, then a wholly owned subsidiary of Bloomia B.V.

comprising its U.S.

operations, from 2018 to June 2022.

From 2016 to 2022, he served as Director of Information and Communications Technology (ICT).

Born and raised in the Netherlands, Mr.

Jansen holds a Bachelor of Art degree in International Manager from University of Westminster, UK and ana Master of Art degree in Finance and Management from Cranfield University, UK.

Over the past 12 years, Mr.

Jansen has developed a broad set of skills at the Bloomia level and has developed a strategic view of the cut flower industry globally and a vision for Bloomia’s growing role in the cut tulips market.

There are no family relationships among any of the executive officers and directors of the Company.

1 unchanged sentence

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.

A copy of the Code of Ethics is available on our website (www.lendway.com) under the “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.

6 unchanged sentences

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.

The information regarding principal accounting fees and services appearing under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement Schedules

The following financial statements of Insignia Systems, Inc.

The following financial statements of Lendway, Inc.

are included in Item 8:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the years ended December 31, 2022 and 2021

Statements of Shareholders’ Equity for the years ended December 31, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Financial Statements

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

Incorporated by Reference To

Restated Articles of Incorporation (effective as of January 4, 2021)

Exhibit 3.1 to Current Report filed January 6, 2021

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

Asset Purchase Agreement dated May 24, 2023

Exhibit 2.1 to Current Report filed May 25, 2023

Agreement for the Sale and Purchase of Shares, dated February 21, 2024, by and among Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V., Botman Bloembollen B.V., W.F.

Strengers and the Company

Exhibit 2.1 to Current Report filed February 26, 2024

Certificate of Incorporation

Exhibit 3.1 to Current Report filed August 9, 2023

Exhibit 3.2 to Current Report filed August 9, 2023

Description of Securities

Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 2019

2003 Incentive Stock Option Plan, as amended

Exhibit 10.1 to Form 8-K filed December 2, 2016

Form of Incentive Stock Option Agreement under 2003 Incentive Stock Option Plan

Exhibit 10.1 to Form 8-K filed January 16, 2013

2013 Omnibus Stock and Incentive Plan, as amended

Exhibit 10.2 to Form 8-K filed December 2, 2016

Form of Incentive Stock Option Agreement under 2013 Omnibus Stock and Incentive Plan

Exhibit 10.1 to Form 8-K filed August 23, 2013

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

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

2018 Equity Incentive Plan

Exhibit 99.1 to Registration Statement on Form S-8, Reg.

Form of Non-Qualified Stock Option Agreement under 2018 Equity Incentive Plan

Exhibit 10.1 to Form 8-K filed August 14, 2018

Form of Restricted Stock Unit Agreement under 2018 Equity Incentive Plan

Exhibit 10.2 to Form 8-K filed August 14, 2018

Incorporated by Reference To

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

Employee Stock Purchase Plan, as amended

Exhibit 99.2 to Registration Statement on Form S-8, filed August 8, 2018

Deferred Compensation Plan for Directors

Exhibit 10.1 to Form 10-Q for the quarterly period ended March 31, 2018

Employment Agreement with Kristine Glancy dated April 8, 2016

5 unchanged sentences

Exhibit 10.1 to Form 10-Q for the quarterly period ended March 31, 2019

Letter Agreement with Kristine A.

Glancy dated as of July 13, 2023

Exhibit 10.1 to Form 8-K filed July 19, 2023

Employment Agreement with Adam May dated December 20, 2019

2 unchanged sentences

Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2019

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

Retention Agreement with Adam D.

May dated January 13, 2023

Exhibit 10.1 to Form 8-K filed January 19, 2023

Letter Agreement with Adam D.

May, dated May 24, 2023

Exhibit 10.2 to Form 8-K filed May 25, 2023

Employment Agreement with Zackery A.

1 unchanged sentence

Exhibit 10.1 to Form 8-K filed September 16, 2021

Retention Agreement with Zackery A.

Weber dated January 13, 2023

Exhibit 10.2 to Form 8-K filed January 19, 2023

Letter Agreement with Zackery A.

Weber dated August 4, 2023

Exhibit 10.1 to Form 8-K filed August 9, 2023

Employment Agreement with Randy Uglem dated March 31, 2023

Exhibit 10.3 to Form 10-Q for the three months ended March 31, 2023

2013 Omnibus Stock and Incentive Plan, as amended

Exhibit 10.2 to Form 8-K filed December 2, 2016

Form of Incentive Stock Option Agreement under 2013 Omnibus Stock and Incentive Plan

Exhibit 10.1 to Form 8-K filed August 23, 2013

2018 Equity Incentive Plan

Exhibit 99.1 to Registration Statement on Form S-8, Reg.

Employee Stock Purchase Plan, as amended

Exhibit 99.2 to Registration Statement on Form S-8, filed August 8, 2018

Deferred Compensation Plan for Directors

Exhibit 10.1 to Form 10-Q for the quarterly period ended March 31, 2018

Form of Retention Agreement

Exhibit 10.2 to Form 8-K filed September 16, 2021

Confidential Settlement Agreement and Mutual Release by and between the Company and News America, dated as of July 1, 2022

Exhibit 10.1 to Current Report on Form 8-K filed July 7, 2022

Form of Annual Cash Incentive Compensation Agreement for fiscal year ending December 31, 2022

Exhibit 10.2 to Form 10-Q for the quarterly period ended September 30, 2022

Retention Agreement with Adam D.

May dated January 13, 2023

Exhibit 10.1 to Form 8-K filed January 19, 2023

Retention Agreement with Zackery A.

Weber dated January 13, 2023

Exhibit 10.2 to Form 8-K filed January 19, 2023

Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V., W.F.

Strengers, Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V.

and the Company

Exhibit 10.1 to Form 8-K filed February 26, 2024

Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V.

and Tulipa Acquisitie Holding B.V.

Exhibit 10.2 to Form 8-K filed February 26, 2024

Credit Agreement, dated February 20, 2024, by and among the Company, TULP 24.1, LLC, Tulipa Acquisitie Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank, N.A., a national banking association

Exhibit 10.3 to Form 8-K filed February 26, 2024

Amended and Restated Limited Liability Company Agreement, dated February 22, 2024, by and among the Company, Tulp 24.1, LLC and Werner F.

Exhibit 10.4 to Form 8-K filed February 26, 2024

Management Services Agreement, dated February 22, 2024, by and between the Company and Tulp 24.1, LLC

Exhibit 10.5 to Form 8-K filed February 26, 2024

Lease Agreement, dated July 1, 2021, by and between Horti-Group, LLC and Fresh Tulips USA, LLC dba Bloomia

Exhibit 10.6 to Form 8-K filed February 26, 2024

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Incorporated by Reference To

Consent of Independent Registered Public Accounting Firm

Powers of Attorney

Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

Section 1350 Certifications

The following materials from Insignia Systems, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 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.

Compensation Recoupment Policy

The following materials from Lendway Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 are filed herewith, formatted in inline XBRL (Extensible Business Reporting Language):

(i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity (iv) Statements of Cash Flows, and (v) Notes to Financial Statements.

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule will be furnished to the SEC upon request;

provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

** 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.

1 unchanged sentence

++ Furnished herewith.

Portions of this exhibit are treated as confidential pursuant to a request for confidential treatment filed by Insignia with the SEC.

Form 10-K Summary

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.

/s/ Kristine A.

Lendway, Inc.

President and Chief Executive Officer

March 9, 2023

April 1, 2024

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.

/s/ Kristine A.

President, Chief Executive Officer, Secretary and Director

March 9, 2023

(principal executive officer and principal financial officer)

President, Chief Executive Officer and Secretary

April 1, 2024

(principal executive officer)

/s/ Zackery A.

Vice President of Finance

March 9, 2023

(principal accounting officer)

April 1, 2024

(principal financial and accounting officer)

Chairman of the Board, Director

March 9, 2023

/s/ Daniel C.

March 9, 2023

/s/ Nicholas J.

March 9, 2023

April 1, 2024

Uglem, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.

Attorney-in-fact

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