arcee-ai/sec-data-full · Datasets at Hugging Face

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did not receive any compensation as an employee of our manager for the years ended December
31, 2021 and 2020. However, Mr. Roberts, as a holder of limited liability company interests
in our manger, received $522,450 and $304,678 for the years ended December 31, 2021 and 2020,
respectively, as a result of distributions from our manger to its interest holders, which
is included in “Other Compensation” in the table above. See Item 1 “ Business—Our
Manager—Overview of Our Manager ” for information regarding the ownership
of our manager. (2) Jay
Amond served as our Chief Financial Officer from January 14, 2021 until September 5, 2021.
“Other Compensation” for Mr. Amond includes severance from September 5, 2021
to December 31, 2021 pursuant to the separation agreement described below. Employment
Agreements As noted above, Mr. Roberts is not an employee
of our company. On
January 14, 2021, we entered into an employment agreement with Jay Amond, our former Chief Financial Officer, setting forth the terms
of Mr. Amond’s employment. Pursuant to the terms of the employment agreement, we agreed to pay Mr. Amond an annual base salary
of $240,000, consisting of $80,000 for each of our three portfolio companies (Asien’s, Kyle’s and Wolo), up to a maximum
aggregate annual base salary of $300,000 upon the addition of a fourth portfolio company. He was also eligible for an annual incentive
bonus of up to 50% of base salary based on earnings targets to be determined by our board of directors. Mr. Amond was also eligible to
participate in all employee benefit plans, including health insurance, commensurate with his position. Mr. Amond’s employment was
at-will and could be terminated by us at any time or by Mr. Amond upon 90 days’ notice. Pursuant to the employment agreement, if
we terminated Mr. Amond’s employment without cause, he was entitled to six months of base compensation. The employment agreement
contains customary confidentiality provisions and restrictive covenants prohibiting Mr. Amond from (i) owning or operating a business
that competes with our company during the term of his employment and for a period of one year following the termination of his employment
or (ii) soliciting our employees for a period of two years following the termination of his employment. On
September 6, 2021, we entered into a separation agreement and release with Mr. Amond providing for the separation of his employment effective
as of September 5, 2021. Under the separation agreement, we agreed, subject to Mr. Amond’s compliance with each and every provision
of the separation agreement, to pay Mr. Amond a severance payment equal to nine (9) months of his base salary at his current level ($240,000
per year), less applicable statutory deductions and authorized withholdings, payable in equal installments on our regular payroll dates
during the period commencing on September 6, 2021 and ending on June 6, 2022. We also agreed to continue to pay our share of Mr. Amond’s
health care costs under all medical, dental or vision plans in which Mr. Amond participates for a period beginning as of October 1, 2021
and ending as of December 31, 2021; provided, however, that Mr. Amond will be responsible for the full amount of the applicable employee
contribution as determined and periodically modified by us. The separation agreement includes a customary release of claims
by Mr. Amond in favor of our company and its affiliates, as well as customary confidentiality and non-disparagement provisions. Outstanding
Equity Awards at Fiscal Year-End No
executive officer named above had any unexercised options, stock that has not vested or equity incentive plan awards outstanding as of
December 31, 2021. 100 Additional
Narrative Disclosure Retirement
Benefits We
have not maintained, and do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan or other
retirement benefits. Potential
Payments Upon Termination or Change in Control As
described under “— Employment Agreements ” above, Mr. Amond is entitled severance as described in the separation
agreement. Director
Compensation No
member of our board of directors received any compensation for his services as a director during the fiscal year ended December 31,
2021. ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Security
Ownership of Certain Beneficial Owners and Management The
following table sets forth certain information with respect to the beneficial ownership of our common shares as of March 30, 2022 for
(i) each of our named executive officers and directors; (ii) all of our named executive officers and directors as a group; and (iii)
each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common shares. Unless otherwise indicated,
the address of each beneficial owner listed in the table below is c/o our company, 590 Madison Avenue, 21st Floor, New York, NY 10022. Name and Address of Beneficial
Owner Title
of Class Amount
and Nature of Beneficial Ownership (1) Percent
of Class (2) Ellery W. Roberts,
Chairman and Chief Executive Officer Common
Shares 1,454,800 29.12 % Vernice L. Howard, Chief Financial
Officer Common
Shares — * Eric VanDam, Chief Operating
Officer Common
Shares — * Robert D. Barry, Director Common
Shares 17,500 * Paul A. Froning, Director Common
Shares 60,000 1.20 % All executive officers and
directors (5 persons) Common
Shares 1,532,300 30.68 % Edward J. Tobin (3) Common
Shares 1,001,000 20.04 % Stephen Mallatt, Jr. and Rita
Mallatt (4) Common
Shares 700,000 14.01 % Avi Geller (5) Common
Shares 4,958,983 9.99 % Louis A. Bevilacqua (6) Common
Shares 337,500 6.76 % * Less
than 1% (1) Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment
power with respect to securities. For purposes of this table, a person or group of persons
is deemed to have “beneficial ownership” of any shares that such person or any
member of such group has the right to acquire within sixty (60) days. For purposes of computing
the percentage of outstanding shares of our common shares held by each person or group of
persons named above, any shares that such person or persons has the right to acquire within
sixty (60) days of March 30, 2022 are deemed to be outstanding for such person, but not deemed
to be outstanding for the purpose of computing the percentage ownership of any other person.
The inclusion herein of any shares listed as beneficially owned does not constitute an admission
of beneficial ownership by any person. (2) Based
on 4,995,232 common shares issued and outstanding as of March 30, 2022. (3) The
address of Edward J. Tobin is 235 West End Ave, #17B, New York, NY 10023. (4) The
address of Stephen Mallatt, Jr. and Rita Mallatt is 2950 E. Lucca Dr., Meridian, ID 83642. 101 (5) Includ
(i) 457,571 common shares, 1,292,688 common shares issuable upon the conversion of series
A senior convertible preferred shares and 3,114,394 common shares issuable upon the exercise
of warrants held by Leonite Capital LLC; and (ii) 8,031 common shares, 18,147 common shares
issuable upon the conversion of series A senior convertible preferred shares and 68,152 common
shares issuable upon the exercise of warrants held by Leonite LLC. Leonite Capital LLC also
holds a secured convertible promissory note in the principal amount of $100,000. Avi Geller
is the Chief Investment Officer of Leonite Capital LLC and Leonite LLC and has voting and
investment power over the securities held by them. Mr. Geller disclaims beneficial ownership
of the shares held by Leonite Capital LLC and Leonite LLC except to the extent of his pecuniary
interest, if any, in such shares. Our series A senior convertible preferred shares, warrants
and secured convertible promissory notes contain ownership limitations, such that the we
shall not effect any conversion of these securities to the extent that after giving effect
to the issuance of common shares upon conversion thereof, such holder, together with its
affiliates, would beneficially own in excess of 4.99% (or 9.99% in the case of Leonite Capital
LLC) of the number of common shares outstanding immediately after giving effect to the issuance
of such common shares, which such limitation may be waived by us upon no fewer than 61 days’

did not receive any compensation as an employee of our manager for the years ended December

31, 2021 and 2020. However, Mr. Roberts, as a holder of limited liability company interests

in our manger, received $522,450 and $304,678 for the years ended December 31, 2021 and 2020,

respectively, as a result of distributions from our manger to its interest holders, which

is included in “Other Compensation” in the table above. See Item 1 “ Business—Our

Manager—Overview of Our Manager ” for information regarding the ownership

of our manager. (2) Jay

Amond served as our Chief Financial Officer from January 14, 2021 until September 5, 2021.

“Other Compensation” for Mr. Amond includes severance from September 5, 2021

to December 31, 2021 pursuant to the separation agreement described below. Employment

Agreements As noted above, Mr. Roberts is not an employee

of our company. On

January 14, 2021, we entered into an employment agreement with Jay Amond, our former Chief Financial Officer, setting forth the terms

of Mr. Amond’s employment. Pursuant to the terms of the employment agreement, we agreed to pay Mr. Amond an annual base salary

of $240,000, consisting of $80,000 for each of our three portfolio companies (Asien’s, Kyle’s and Wolo), up to a maximum

aggregate annual base salary of $300,000 upon the addition of a fourth portfolio company. He was also eligible for an annual incentive

bonus of up to 50% of base salary based on earnings targets to be determined by our board of directors. Mr. Amond was also eligible to

participate in all employee benefit plans, including health insurance, commensurate with his position. Mr. Amond’s employment was

at-will and could be terminated by us at any time or by Mr. Amond upon 90 days’ notice. Pursuant to the employment agreement, if

we terminated Mr. Amond’s employment without cause, he was entitled to six months of base compensation. The employment agreement

contains customary confidentiality provisions and restrictive covenants prohibiting Mr. Amond from (i) owning or operating a business

that competes with our company during the term of his employment and for a period of one year following the termination of his employment

or (ii) soliciting our employees for a period of two years following the termination of his employment. On

September 6, 2021, we entered into a separation agreement and release with Mr. Amond providing for the separation of his employment effective

as of September 5, 2021. Under the separation agreement, we agreed, subject to Mr. Amond’s compliance with each and every provision

of the separation agreement, to pay Mr. Amond a severance payment equal to nine (9) months of his base salary at his current level ($240,000

per year), less applicable statutory deductions and authorized withholdings, payable in equal installments on our regular payroll dates

during the period commencing on September 6, 2021 and ending on June 6, 2022. We also agreed to continue to pay our share of Mr. Amond’s

health care costs under all medical, dental or vision plans in which Mr. Amond participates for a period beginning as of October 1, 2021

and ending as of December 31, 2021; provided, however, that Mr. Amond will be responsible for the full amount of the applicable employee

contribution as determined and periodically modified by us. The separation agreement includes a customary release of claims

by Mr. Amond in favor of our company and its affiliates, as well as customary confidentiality and non-disparagement provisions. Outstanding

Equity Awards at Fiscal Year-End No

executive officer named above had any unexercised options, stock that has not vested or equity incentive plan awards outstanding as of

December 31, 2021. 100 Additional

Narrative Disclosure Retirement

Benefits We

have not maintained, and do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan or other

retirement benefits. Potential

Payments Upon Termination or Change in Control As

described under “— Employment Agreements ” above, Mr. Amond is entitled severance as described in the separation

agreement. Director

Compensation No

member of our board of directors received any compensation for his services as a director during the fiscal year ended December 31,

2021. ITEM

12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Security

Ownership of Certain Beneficial Owners and Management The

following table sets forth certain information with respect to the beneficial ownership of our common shares as of March 30, 2022 for

(i) each of our named executive officers and directors; (ii) all of our named executive officers and directors as a group; and (iii)

each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common shares. Unless otherwise indicated,

the address of each beneficial owner listed in the table below is c/o our company, 590 Madison Avenue, 21st Floor, New York, NY 10022. Name and Address of Beneficial

Owner Title

of Class Amount

and Nature of Beneficial Ownership (1) Percent

of Class (2) Ellery W. Roberts,

Chairman and Chief Executive Officer Common

Shares 1,454,800 29.12 % Vernice L. Howard, Chief Financial

Officer Common

Shares — * Eric VanDam, Chief Operating

Officer Common

Shares — * Robert D. Barry, Director Common

Shares 17,500 * Paul A. Froning, Director Common

Shares 60,000 1.20 % All executive officers and

directors (5 persons) Common

Shares 1,532,300 30.68 % Edward J. Tobin (3) Common

Shares 1,001,000 20.04 % Stephen Mallatt, Jr. and Rita

Mallatt (4) Common

Shares 700,000 14.01 % Avi Geller (5) Common

Shares 4,958,983 9.99 % Louis A. Bevilacqua (6) Common

Shares 337,500 6.76 % * Less

than 1% (1) Beneficial

ownership is determined in accordance with SEC rules and generally includes voting or investment

power with respect to securities. For purposes of this table, a person or group of persons

is deemed to have “beneficial ownership” of any shares that such person or any

member of such group has the right to acquire within sixty (60) days. For purposes of computing

the percentage of outstanding shares of our common shares held by each person or group of

persons named above, any shares that such person or persons has the right to acquire within

sixty (60) days of March 30, 2022 are deemed to be outstanding for such person, but not deemed

to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission

of beneficial ownership by any person. (2) Based

on 4,995,232 common shares issued and outstanding as of March 30, 2022. (3) The

address of Edward J. Tobin is 235 West End Ave, #17B, New York, NY 10023. (4) The

address of Stephen Mallatt, Jr. and Rita Mallatt is 2950 E. Lucca Dr., Meridian, ID 83642. 101 (5) Includ

(i) 457,571 common shares, 1,292,688 common shares issuable upon the conversion of series

A senior convertible preferred shares and 3,114,394 common shares issuable upon the exercise

of warrants held by Leonite Capital LLC; and (ii) 8,031 common shares, 18,147 common shares

issuable upon the conversion of series A senior convertible preferred shares and 68,152 common

shares issuable upon the exercise of warrants held by Leonite LLC. Leonite Capital LLC also

holds a secured convertible promissory note in the principal amount of $100,000. Avi Geller

is the Chief Investment Officer of Leonite Capital LLC and Leonite LLC and has voting and

investment power over the securities held by them. Mr. Geller disclaims beneficial ownership

of the shares held by Leonite Capital LLC and Leonite LLC except to the extent of his pecuniary

interest, if any, in such shares. Our series A senior convertible preferred shares, warrants

and secured convertible promissory notes contain ownership limitations, such that the we

shall not effect any conversion of these securities to the extent that after giving effect

to the issuance of common shares upon conversion thereof, such holder, together with its

affiliates, would beneficially own in excess of 4.99% (or 9.99% in the case of Leonite Capital

LLC) of the number of common shares outstanding immediately after giving effect to the issuance

of such common shares, which such limitation may be waived by us upon no fewer than 61 days’