UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
Or
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File No.000-53929
FISION Corporation |
(Exact name of registrant as specified in its charter) |
Delaware | 27-2205792 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
430 First Avenue North, Suite 620 Minneapolis, Minnesota |
| 55401 |
(Address of principal executive offices) |
| (Zip Code) |
(612) 927-3700
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the period 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained 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 or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer or a smaller reporting company:
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the act). ¨ Yes x No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter: $12,570,008 on June 30, 2016.
Indicate the number of the registrant’s shares of common stock outstanding, as of the latest practicable date: 39,628,910 shares of common stock are outstanding as of March 24, 2016.
DOCUMENTS INCORPORATED BY REFERENCE: None
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EXPLANATORY NOTE
This Amendment No. 1 to the registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2016 is being filed solely for the purpose of adding the XBRL Data Files to the Form 10-K.
EXHIBITS
Exhibit No. |
| Description |
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2.1
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| Agreement and Plan of Merger, by and among the registrant, DE6 Newco Inc, a Minnesota corporation, and Fision Holdings, Inc., a Minnesota corporation (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on December 10, 2015) |
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3.1 |
| Articles of Incorporation (incorporated by reference to Exhibit 3.1 of registrant’s Form 10 filed on 4/6/2010) |
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3.2 |
| Bylaws (incorporated by reference to Exhibit 3.2 of registrant’s Form 10 filed on 4/6/2010) |
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10.1 |
| Employment Agreement with Michael Brown, dated July 7/1/2014 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on January 4, 2016) |
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10.2 |
| Employment Agreement with Garry Lowenthal, dated 7/1/2014 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on January 4, 2016) |
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10.3 |
| 2011 Stock Option and Compensation Plan, as amended 12/30/2014 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on January 4, 2016) |
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10.4 |
| 2016 Equity Incentive Plan (incorporated by reference to the registrant’s Registration Statement on Form S-8 filed on March 30, 2016) |
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10.5 |
| Employment Agreement with Wade Anderson (incorporated by reference to Registrant’s Registration Statement on Form S-1 filed on October 31, 2016) |
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| Certification of CEO pursuant to Securities Exchange Act (filed herewith) | |
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| Certification of CFO pursuant to Securities Exchange Act (filed herewith) | |
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| Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 (filed herewith) | |
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101 |
| Interactive data files pursuant to Rule 405 of Regulation S-T |
2 |
Pursuant to the requirements 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.
| FISION Corporation | |||
| Dated: April 3, 2017 | By: | /s/ Michael Brown | |
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| Michael Brown | |
| 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: April 3, 2017 | By: | /s/ Michael Brown | |
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| Michael Brown | |
| Director, Chief Executive Officer (principal executive officer) | |||
Dated: April 3, 2017 | By: | /s/ Garry Lowenthal |
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| Garry Lowenthal |
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| Director Chief Financial Officer |
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| (principal financial and accounting officer) |
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3 |
