U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
| (Mark One) | | |
| ☒ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| | | SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2021
| ☐ | | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE |
| | | SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-28034
EKIMAS Corporation
(Name of small business issuer in its charter)
Delaware | | 04-3186647 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
95 Washington Street, Canton, Massachusetts | | 02021 |
| (Address of principal executive offices) | | (Zip Code) |
Issuer’s telephone number (978) 344-2124
Securities registered under Section 12(b) of the Exchange Act:
| Common Stock, $.001 par value per share | | None |
| Title of each class | | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):
| ☐ Large Accelerated Filer | | ☐ Accelerated Filer |
| ☐ Non-accelerated Filer | | ☒ Smaller reporting company |
Indicate by check mark whether the registrant is an emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of September 22, 2021, there were 28,262,371 shares of the registrant’s Common Stock outstanding. As of September 30, 2020, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (without admitting that such person whose shares are not included in such calculation is an affiliate) was approximately $425,000 based on the last sale price as quoted on the OTC Markets quoting system on such date.
EXPLANATORY PARAGRAPH
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, originally filed on September 22, 2021 (the “Original Filing”). We are filing this Amendment No. 1 to include the information required by Part III and not included in the Original Filing as we did not file a definitive proxy statement within 120 days of our fiscal year ended March 31, 2021. We are also filing currently dated certifications of our Chief Executive Officer (Exhibits 31.1, 31.2, and 32.1), as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
No changes have been made to the Original Filing other than the furnishing of the exhibits as set forth in Item 15 herein. This Amendment No. 1 continues to speak as of the Original Filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way disclosures made in the Form 10-K.
PART III
| Item 10. | | Directors, Executive Officer and Corporate Governance |
EKIMAS Corporation is currently comprised of one director. Our director and named executive officer, his age and position, as well as certain biographical information of this individual, is set forth below. The age of the individual is provided as of September 22, 2021.
| Name | | Age | | Position |
| Michael F. Adams | | 65 | | Director and Chief Executive Officer |
There are no family relationships between our director and executive officer.
Michael F. Adams
Mr. Adams has been our director since May 1999. Mr. Adams was appointed as our President and Chief Executive Officer on August 7, 2006. From April 1, 2006 until August 7, 2006, Mr. Adams was our Vice President of Regulatory Affairs and Business Development. Prior to April 2006, Mr. Adams was the Vice President of PLC Systems, Inc. Prior to joining PLC Systems in September 2000, Mr. Adams was Vice President of Assurance Medical, Inc. Prior to joining Assurance Medical in June 1999, Mr. Adams was the Chief Operating Officer and Vice President of Regulatory Affairs and Quality Assurance of CardioTech from June 1998 to May 1999. From November 1994 through June 1998, Mr. Adams served as the Vice President of Cytyc Corporation. Mr. Adams received a BS from the University of Massachusetts.
Our Board has concluded that Mr. Adams is an appropriate person to represent management on our Board of Directors given his position as our Chief Executive Officer, his tenure with us, which dates back to June 1998, his professional credentials, and his standing in the medical community, including expertise in regulatory and operational matters as they relate to the development, production, marketing and sales of medical devices.
Board Leadership Structure
On October 9, 2020, Mr. Mark Tauscher notified the Board of Directors that he would be retiring and resigning his position as a member of the Board of Directors effective October 9, 2020. On October 11, 2020, Mr. Michael L. Barretti notified the Board of Directors that he would be retiring and resigning his position as a member of the Board of Directors effective October 11, 2020. On October 13, 2020, Mr. William J. O’Neill, Jr. notified the Board of Directors that he would be retiring and resigning his position as the chairman and member of the Board of Directors effective October 13, 2020. These resignations were not a result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.
On October 14, 2020, the Board appointed Mr. Michael F. Adams, our chief executive officer, to serve as the sole director.
Stockholder Communications with the Board of Directors
Pursuant to procedures set forth in our bylaws, our nominating committee will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of stockholders. To be timely, the notice must be received within the time frame identified in our bylaws. To be in proper form, the notice must, among other matters, include each nominee’s written consent to serve as a director if elected, a description of all arrangements or understandings between the nominating stockholder and each nominee and information about the nominating stockholder and each nominee. These requirements are detailed in our bylaws, which were filed as Appendix D to our definitive proxy statement on Schedule 14A as filed with the SEC on August 30, 2007. A copy of our bylaws will be provided upon written request to the Chief Executive Officer at EKIMAS Corporation, 95 Washington Street, Canton, MA 02021.
Code of Conduct and Ethics
We have adopted a Code of Ethics that allows for us to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our chief executive officer and director. A copy of our Code of Ethics will be furnished without charge to any person upon written request. Requests should be sent to: Chief Executive Officer, EKIMAS Corporation, 95 Washington Street, Canton, MA 02021.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Based solely on a review of copies of such forms submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis in fiscal 2021.
Corporate Governance and Guidelines
Our Board of Directors has long believed that good corporate governance is important to ensure that we manage our company for the long-term benefit of stockholders. During the past year, our Board of Directors has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002 and recently revised SEC rules and regulations. We intend to implement internal corporate governance guidelines and practices and will make such guidelines and practices available on its website at www.rocketfuelblockchain.com, when implemented.
Committees of the Board of Directors
We currently have no separate audit, compensation, or nominating committees. The entire Board oversees our (i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive officer, and implementation of our incentive programs; and (iii) identification of individuals qualified to become Board members and recommendation to our shareholders of persons to be nominated for election as directors.
| Item 11. | | Executive Compensation |
Summary Compensation Table
The following table provides information concerning compensation for services rendered to us in all capacities for the fiscal years ended March 31, 2021 and 2020 by our named executive officer and former named executive officer.
| Named Executive Officer | | Fiscal Year | | Salary
($) | | | Bonus
($) | | | Option Awards
($) | | | All Other Compensation
($) | | | Total
($) | |
Michael F. Adams
President & Chief Executive Officer | | 2021 | | $ | - | | | $ | - | | | $ | - | | | $ | 76,000 | (1) | | $ | 76,000 | |
| | | 2020 | | | 353,000 | | | | 151,000 | | | | - | | | | 670,000 | (1) | | | 1,174,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Former Named Executive Officer | | | | | | | | | | | | | | | | | | | | | | |
Khristine L. Carroll
Executive Vice President – Commercial Operations | | 2021 | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | | |
| | | 2020 | | | 217,000 | | | | 75,000 | | | | - | | | | 20,000 | (2) | | | 312,000 | |
| | (1) | Effective February 1, 2020, Mr. Adams was engaged as our chief executive officer on a consultative basis. All other compensation represents the consulting fees earned by Mr. Adams during the fiscal year ended March 31, 2021. |
| | (1) | All other compensation of Mr. Adams is composed of approximately i) $18,000 for premiums paid by us for medical and dental insurance, and ii) $2,000 in premiums paid by us for disability and life insurance during the fiscal year ended March 31, 2020. All other compensation also included a $650,000 change in control payment resulting from the Asset Sale having a closing date of January 31, 2020. The change in control payment was made in February 2020. |
| | (2) | All other compensation of Ms. Carroll is composed of approximately i) $17,000 for premiums paid by us for medical and dental insurance, ii) $2,000 in premiums paid by us for disability and life insurance and iii) $3,000 for 401k matching contributions during the fiscal year ended March 31, 2020. |
Employment Agreements and Change in Control Provision
We entered into an employment agreement with Michael F. Adams on September 13, 2006, effective August 7, 2006 (the “Adams Agreement”).
The Adams Agreement provided for Mr. Adams to serve as our President & Chief Executive Officer. Pursuant to the terms of the Adams Agreement, as amended on July 10, 2007, Mr. Adams’ annual base salary was initially set at $290,000, effective April 1, 2007. The Adams Agreement provided for Mr. Adams’ salary to be reviewed annually by the Board of Directors and the opportunity to receive an annual bonus payment in an amount, if any, to be determined by the Compensation Committee of the Board. In May 2010, the Compensation Committee of the Board of Directors approved an increase in Mr. Adams’ annual base salary to $320,000, retroactive to April 1, 2010. In August 2019, the Compensation Committee of the Board of Directors approved an increase in Mr. Adams’ annual base salary to $325,000. In December 2019, the Board of Directors approved a bonus to be awarded to Mr. Adams in the approximate amount of $151,000.
The Adams Agreement provided for, among several normal and customary terms and conditions for employment agreements, a change in control provision in the event of certain occurrences, including but not limited to, our entering into an agreement for the sale or disposition by us of all or substantially all of our assets. Given that the Asset Sale qualified as a change in control as set forth in the Adams Agreement, Mr. Adams was eligible for a change in control payment of $650,000, which payment was made in February 2020. Although Mr. Adams’ employment agreement was terminated on January 31, 2020, the Asset Sale closing date, as provided for in the Adams Agreement, Mr. Adams continued as tour chief executive officer and sole director pursuant to a consulting agreement agreed to by the then members of the Board of Directors.
Outstanding Equity Awards at 2021 Fiscal Year-End
None.
2021 Option Exercises and Stock Vested
None
| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The following table sets forth the beneficial ownership of shares of our common stock, as of September 22, 2021, of (i) each person known by us to beneficially own five percent (5%) or more of such shares; (ii) each of our directors and current executive officer named in the Summary Compensation Table; and (iii) our current executive officer and directors as a group. Except as otherwise indicated, all shares are beneficially owned, and the persons named as owners hold investment and voting power.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Under this rule, certain shares may be deemed to be beneficially owned by more than one person, if, for example, persons share the power to vote or the power to dispose of the shares. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares, for example, upon exercise of an option or warrant, within 60 days of September 22, 2021. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person, and only such person, by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
| Name and Address of Beneficial Owner (1) | | Amount and
Nature of
Beneficial
Ownership | | | Percentage of
Class (2) | |
| Michael F. Adams | | | 3,255,317 | | | | 11.5 | % |
| Current executive officer and director as a group (1 person) | | | 3,255,317 | | | | 11.5 | % |
| | (1) | Unless otherwise indicated, the business address of the stockholders named in the table above is EKIMAS Corporation, Inc. 95 Washington Street, Canton, MA 02021. |
| | | |
| | (2) | Based on 28,262,371 outstanding shares as of September 22, 2021. |
| Item 13. | | Certain Relationships and Related Transactions, and Director Independence |
Effective February 1,, 2020, Mr. Adams, served as our chief executive officer as a non-employee consultant and he is also holder of approximately 11.5% of our outstanding common stock. During the fiscal year ended March 31, 2021, Mr. Adams earned approximately $76,000 in consulting fees and was reimbursed approximately $29,000 for office expenses and car allowance. As of March 31, 2021, there was approximately $17,000 payable to Mr. Adams in consideration of his consulting services and reimbursable expense and allowances.
Independence of the Board of Directors
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” Our Board is currently composed of our chief executive officer.
Board Attendance
The Board did not meet during the fiscal year ended March 31, 2021.
Committees of the Board of Directors
On October 9, 2020, Mr. Mark Tauscher notified the Board of Directors that he would be retiring and resigning his position as a member of the Board of Directors effective October 9, 2020. On October 11, 2020, Mr. Michael L. Barretti notified the Board of Directors that he would be retiring and resigning his position as a member of the Board of Directors effective October 11, 2020. On October 13, 2020, Mr. William J. O’Neill, Jr. notified the Board of Directors that he would be retiring and resigning his position as the chairman and member of the Board of Directors effective October 13, 2020. These resignations were not a result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.
We currently have no separate audit, compensation, or nominating committees. The entire Board oversees our (i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive officer, and implementation of our incentive programs; and (iii) identification of individuals qualified to become Board members and recommendation to our shareholders of persons to be nominated for election as directors.
Directors’ Compensation
We did not provide any Board compensation during the fiscal year ended March 31, 2021.
| Item 14. | | Principal Accounting Fees and Services |
The following is a summary of the fees billed to us by RBSM LLP, our independent registered public accounting firm, for professional services rendered during the fiscal year ended March 31, 2021 and 2020.
| Fee Category | | Years Ended March 31, | |
| (in thousands) | | 2021 | | | 2020 | |
| Audit fees | | $ | 20 | | | $ | 38 | |
| Other audit related fees | | | - | | | | - | |
| Tax fees | | | - | | | | 3 | |
| Total fees | | $ | 20 | | | $ | 49 | |
We did not incur any fees related to audits from Liggett & Webb, P.A. during the fiscal year ended March 31, 2021.
Audit Fees. This category consists of fees billed for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports and other professional services provided in connection with regulatory filings.
Other Audit Related Fees. This category consists of fees billed for professional services rendered for services other than those described herein as Audit Fees or Tax Fees.
Tax Fees. This category consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance and acquisitions.
Pre-Approval Policies and Procedures. The Board of Directors has the authority to approve all audit and non-audit services that are to be performed by our independent registered public accounting firm. Generally, we may not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Board of Directors (or a properly delegated subcommittee thereof).
PART IV
| Item 15. | | Exhibits, Financial Statement Schedules |
The following are filed as part of this Form 10-K/A:
| | (1) | Not applicable. |
| | | |
| | (2) | Exhibits |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: September 22, 2021 | EKIMAS Corporation |
| | | |
| | By: | /s/ Michael F. Adams |
| | | Michael F. Adams Chief Executive Officer |
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.
| Dated: September 22, 2021 | | /s/ Michael F. Adams |
| | | Michael F. Adams Chief Executive Officer (Principal Executive Officer) |
