UNITED STATES
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 December 31, 2020
 
or
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission file number 001-32634
 
MOBILESMITH, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
95-4439334
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
5400 Trinity Road, Suite 208
Raleigh, North Carolina
 
27607
(Address of principal executive offices)
 
(Zip Code)
 
(855) 516-2413
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Title of each class
  Name of each exchange on which registered
None
None
 
Common Stock, $0.001 par value
(Title of Class)
 
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 15(d) of the Act. Yes ☐·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 preceding 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, 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 such files). 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 filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer

Smaller reporting company
 
 
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 Act). Yes ☐·No ☑
 
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2020 was approximately $19.4 million (based on the closing sale price of $2.22 per share on such date).
 
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of March 23, 2021 was 28,389,493


 

 
EXPLANATORY NOTE 
 
    This Amendment No. 1 on Form 10-K/A, or this Amendment, amends the Annual Report on Form 10-K for the year ended December 31, 2020 of MobileSmith, Inc., or the Company, that was originally filed with the Securities and Exchange Commission, or the SEC, on March 23, 2021, or the Original Filing. This Amendment is being filed to provide the information required by Items 10, 11, 12, 13, and 14 of Part III. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from a definitive proxy statement or definitive information statement if such statement is filed no later than 120 days after the Company’s fiscal year end. The Company is filing this Amendment to include Part III information in its Form 10-K because the Company does not expect to file a definitive information statement containing this information before that date. The reference on the cover of the Original Filing to the incorporation by reference to portions of its definitive information statement into Part III of the Original Filing has been deleted. Except for the addition of the Part III information, the update to the cover page, and the filing of related certifications, this Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with the Company’s other filings with the SEC subsequent to the Original Filing.
 
 
 PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
The following table sets forth certain information concerning the Company’s current executive officers and directors, their ages, their offices with the Company, if any, their principal occupations or employment for the past five years.
 
Name
 
Age
 
Position
 
Officer Since
 
 
 
 
 
 
 
 
 
EXECUTIVE OFFICERS:
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Jerry Lepore
  64 
Chief Executive Officer, Director
  2020** 
Gleb Mikhailov
  41 
Chief Financial Officer
  2013 
 
 
Name
 
Age
 
Position
 
Director Since
 
 
 
 
 
 
 
 
 
DIRECTORS:
 
 
 
 
 
 
 
Ronen Shviki
  49 
Director
  2013 
Robert Smith                
  69 
Director, Chairman of the Board
  2017 
Amir Elbaz 
  43 
Director
  2010*
 
 
* Mr. Elbaz was our Chief Executive Officer through January 17, 2017, a position he had held since May 2013.
** Mr. Lepore has held a director position since March 18 2018. On January 17, 2020 Mr. Lepore also assumed the role of President and Chief Executive Officer.
  
 
2
 
 
Jerry Lepore, Director, Chief Executive Officer
 
On March 21, 2018, the Board of Directors appointed Jerry Lepore to the Board.   On January 17, 2020, subsequent to Randy Tomlin's announcement of a leave of absence from responsibilities as President and Chief Executive Officer, Mr. Lepore assumed the role of President and Chief Executive Officer.
 
Mr. Lepore is an experienced business and technology executive with strong background in healthcare, insurance, financial services, education, and software industries. In his 40 year career he has held CEO, COO and CTO positions in public and private companies. He has also provided transitional leadership in turnaround and/or growth situations.  Mr. Lepore has founded and operated several companies in the software and strategic services industries. He has experience in capital raises, public offerings, strategic sales, corporate acquisitions, and mergers.
 
Mr. Lepore has served on boards of healthcare and software organizations. He received a Bachelor of Science Degree in Mathematics from the University of Connecticut in Storrs, CT.
 
 
Gleb Mikhailov, Chief Financial Officer
 
Mr. Mikhailov has been our Chief Financial Officer since April 2013. From January 2013 to March 2013, Mr. Mikhailov served as the Manager of Financial Reporting and SEC Consulting in the SEC Solutions Group of Citrin Cooperman, LLP, an accounting firm providing business solutions and accounting services to middle market companies. From January 2005 until December 2012, Mr. Mikhailov was employed by EisnerAmper LLP, a full-service advisory and public accounting firm, in its Private Business Services Group and Audit and Assurance Group. He was a Manager at EisnerAmper LLP since 2010. Mr. Mikhailov holds a B.A. in Accounting from Rutgers, The State University of New Jersey and an M.B.A. from Rutgers Business School. Mr. Mikhailov holds a CPA license issued by the State of New Jersey.
  

3
 
Ronen Shviki, Director
 
Mr. Shviki has served on the Board since February 2013. Since January 2013, Mr. Shviki has served as the Vice President for Business Development of Mendelssohn Ltd., an Israeli distribution company. Prior to this, Mr. Shviki served in the Israel Defense Forces  as a Colonel in the Army branch. Mr. Shviki holds a B.A. in Business Administration from Interdisciplinary Center Herzliya and an LLB from Interdisciplinary Center Herzliya.  
 
The Board believes Mr. Shviki’s extensive marketing and management experience, in addition to his knowledge of the international marketplace, contributes to the strategic composition of the Board.
   
Robert Smith, Director, Chairman of the Board
 
On October 31, 2017, the Board of Directors (the "Board") appointed Robert L. Smith to the Board.  On March 18, 2020, Mr. Smith was appointed as the Chairman of the Board after the resignation of Randy J. Tomlin from the Board and as the Chairman. Mr. Tomlin was also the Company's former Chief Executive Officer.
 
Robert Smith is an experienced multi-facility health care executive with varied background  in complex urban and rural health care settings.  During his 40-year career in the industry he has held CEO and other executive positions of various for profit and non-profit hospitals and health care organizations, where he demonstrated ability to turnaround, create, and grow business units in complex and competitive environments.  Mr. Smith's broad business experience includes reorganization, restructuring and public company experience at the CEO and Board of Directors level.  Mr. Smith has served on the boards of various healthcare organizations.  He currently serves on the boards of Parkland Center for Clinical Innovation and Flashback Technologies.  He is a 2011 recipient of the Texas Hospital Associations Earl N. Collier Award for Distinguished Health Care Administration.  Mr. Smith received his Master of Health Administration Degree from Washington University School of Medicine, St. Louis, MO  and his Bachelor of Science Degree in Psychology from University of Missouri in St. Louis, MO.
 
The Board believes that Mr. Smith's background in healthcare will provide the Company management with insights regarding market penetration and enhance management's and Board's ability to interpret healthcare industry changes.
 
 
Amir Elbaz, Director
 
Until January of 2017 Mr. Elbaz held positions of Chief Executive Officer since May 2013 and Chairman of the Company’s Board of Directors since November of 2012.   During his tenure as a member of the Board, and its Chairman and Company CEO, Mr. Elbaz has been actively involved in the Company operations and played significant role in ensuring that the Company's products and strategy had continued backing of investors and shareholders. Mr. Elbaz continues in the employ of the Company primarily focusing on investor and public relations and regulatory and operational compliance.
 
The Board believes Mr. Elbaz's significant experience in the technology sector, coupled with this extensive financial and economic background and his deep knowledge of our company provide invaluable insight with respect to the Company’s business and technologies.
   
Section 16(a) Beneficial Ownership Reporting Compliance
 
The members of the Board, its executive officers, and persons who hold more than 10% of the Company’s outstanding shares of common stock, $0.001 par value per share, or common stock, are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), which requires them to file reports with respect to their ownership of the Company’s common stock and their transactions in such common stock. Based upon the Company’s review of the Section 16(a) reports in its records for fiscal year 2020 transactions in the Company’s common stock, the Company believes that all reporting requirements under Section 16(a) for fiscal year 2020 were met in a timely manner by its directors, executive officers, and greater than 10% beneficial owners, except that Union Bancaire Privée, or UBP, has not filed a Form 3 or any subsequent reports in respect of its ownership of  7,167,832  shares of Company common stock and of 695,728 shares of Series A convertible preferred stock (the "Series A Preferred Shares") , which Series A Preferred Shares may be converted into 20,871,840 shares of the Company’s common stock by UBP at any time upon notice, as of December 31, 2020.
 
4
 
Code of Ethics
 
The Company has adopted a Code of Ethics applicable to its executives, including the principal executive officer, principal financial officer, and principal accounting officer, as defined by applicable rules of the SEC. The Company will promptly deliver free of charge, upon request, a copy the Code of Ethics to any stockholder requesting a copy. Requests should be directed to the Company’s Chief Financial Officer at 5400 Trinity Rd., Suite 208, Raleigh, NC, 27607.  If the Company makes any amendments to the Code of Ethics other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of the Code of Ethics to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or certain other finance executives, the Company will disclose the nature of the amendment or waiver, its effective date, and to whom it applies in a Current Report on Form 8-K.
 
The Board
 
The size of the Board is currently comprised of four members.  The Board believes that the current number of directors is appropriate at this time; however, the Board will consider adding members in the future with additional skills and professional connections that will be of benefit to the Company.
 
We do not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer, Jerry Lepore, at the address appearing on the first page of this report.
 
Audit Committee and Compensation Committee 
 
Effective April 3, 2020, the Board approved the dissolution of the Audit Committee and Compensation Committee of the Board.  From that date moving forward, the entire Board has and will address all audit and compensation matters that would otherwise have been addressed by the Audit Committee and Compensation Committee.  Mr. Smith shall act as the lead Board member with respect to all audit matters and Mr. Elbaz shall act as the lead Board member with respect to all compensation matters. Messrs. Lepore and Tomlin shall recuse themselves from any vote on audit or compensation matters at the request of Messrs. Smith or Elbaz, as applicable. The Board has determined the following members of the Board are deemed to be independent in accordance with the rules promulgated by the Securities and Exchange Commission: (i) Mr. Elbaz, (ii)  Mr. Shviki and (iii) Mr. Smith.
 
ITEM 11. EXECUTIVE COMPENSATION.
 
The following table summarizes the compensation earned during the years ended December 31, 2020 and December 31, 2019 by our principal executive officer, our former principal executive officer, the two other most highly paid executive officers who were serving as executive officers on December 31, 2020:
 
5
 
 
SUMMARY COMPENSATION TABLE.
 
 
Name and Principal Position
 
Year
 
Salary
($)
 
 
Bonus
($)
 
 
Stock Awards
($)
 
 
Option Awards
($) (1)
 
 
Non-Equity Incentive Plan Compensation
($)
 
 
Change In Pension Value And Nonqualified Deferred Compensation Earnings
($)
 
 
All Other Compensation ($)
 
 
Total ($)
 
Jerry Lepore
 
2020
 $225,000 
  - 
  - 
 $1,030,232 
  - 
  - 
 $62,972 
 $1,318,204 
Chief Executive Officer, Executive Chairman of the Board
 
2019
  - 
  - 
  - 
 $375,431 
  - 
  - 
 $30,000 
 $405,431 
Randy J Tomlin
 
2020
 $41,667 
  - 
  - 
  - 
  - 
  - 
  - 
 $41,667 
Chief Executive Officer, Executive Chairman of the Board
 
2019
 $250,000 
  - 
  - 
 $375,430 
  - 
  - 
  - 
 $625,430 
Gleb Mikhailov
 
2020
 $195,367 
 $6,460 
  - 
  - 
  - 
  - 
  - 
 $201,827 
Chief Financial Officer
 
2019
 $172,200 
 $9,900 
  - 
 $682,601 
  - 
  - 
  - 
 $864,701 
 
 
    
    
    
    
    
    
    
    
 
 
(1)
Amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC 718 with respect to employee stock options granted under our 2016 Equity Incentive Plan. The assumptions used to calculate the fair value of stock option grant are set forth in Note 2 (Significant Accounting Policies) to our financial statements, which are included in the Original Filing.  The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the date of exercise.


 
 
6
 
Grants of Plan-­Based Awards for Year Ended December 31, 2020
 
There were two grants of plan-based awards in 2020, issued to Jerry Lepore, our Chief Executive Officer, and member of the Board, during 2020 . The awards were granted as follows: (i) on January 23, 2020 an option to purchase up to 65,000 shares of common stock at an exercise price of $2.51 and (ii) on April 29, 2020, an option to purchase up to 375,000 shares of common stock at an exercise price of $2.75.
 
Outstanding Equity Awards
 
The following table provides information about outstanding equity awards held by the named executive officers as of December 31, 2020:
 
 
 Option awards 
 Option awards 
   
 
 
 number of 
 number of 
   
 
 
 securities 
 securities 
   
 
 
 underlying 
 underlying 
   
 
 
 unexercised 
 unexercised 
   
 
 
 options (#) 
 option (#) 
 Option exercise 
 
Name
 Exercisable 
 Unexercisable 
 price ($/Sh) 
 Option expiration date
Jerry Lepore
  336,398 
  30,582 
 $2.00 
3/20/2028
Jerry Lepore
  96,250 
  178,750 
 $1.60 
5/15/2029
Jerry Lepore
  13,000 
  52,000 
 $2.51 
1/23/2030
Jerry Lepore
  56,250 
  318,750 
 $2.75 
4/29/2030
Gleb Mikhailov
  222,425 
  208,075 
 $1.95 
5/25/2028
Gleb Mikhailov
  175,000 
  325,000 
 $1.60 
5/15/2029
 
 
Option Exercises and Stock Vested in 2020
 
None of our named executive officers acquired shares upon exercise of options during the year ended 2020. During 2020, options to purchase up to 432,677 shares previously granted to the named executive officers vested.
 
 
7
 
Compensation of Directors
 
The following table summarizes the compensation paid to the directors for the fiscal year ended December 31, 2020, not covered in the tables above.
 
2020 DIRECTOR COMPENSATION   
      
Name
 Fees Earned or Paid in Cash ($) 
 Stock Awards ($) 
 Option Awards ($) 
 All Other Compensation ($) 
 Total ($) 
Ronen Shviki
 $30,000 
 $- 
 $- 
 $- 
 $30,000 
Amir Elbaz
 $100,000 
 $- 
 $- 
 $- 
 $62,500 
Robert Smith                   
 $53,629 
 $- 
 $- 
 $- 
 $53,629 
 
 
 
8
 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
Principal Stockholders and Share Ownership by Management
 
The following table sets forth information regarding beneficial ownership of the Company’s common stock as of April 29, 2021, by (i) each person who is known by the Company to beneficially own more than 5% of the Company’s common stock; (ii) each person who served as a named executive officer of the Company in fiscal year 2020 (iii) each person serving as a director or nominated for election as a director; and (iv) all current executive officers and directors as a group. Except as otherwise indicated by footnote, to the Company’s knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of the Company’s common stock shown as beneficially owned by them.
 

Name and Address of Beneficial Owner(1)
 Shares Beneficially Owned (2) 
 % of Shares Beneficially Owned 
Avy Lugassy (3)
  23,830,945 
  56.52%
 
    
    
Union Bancaire Privee, UBP SA (4)
  28,729,671 
  57.52%
 
    
    
Doron Rotler (5)
  2,947,643 
  10.19%
 
    
    
Directors and Named Executive Officers:
    
    
Jerry Lepore, Director and Chief Executive Officer
  603,980 
  2.08%
Gleb Mikhailov, Chief Financial Officer
  625,475 
  2.16%
Amir Elbaz, Director
  385,500 
  1.34%
Ronen Shviki, Director
  463,730 
  1.61%
Robert Smith, Director
  490,730 
  1.70%
 
    
    
All executive officers and directors as a group (5) persons
  2,569,415 
  7.90%
* Less than 2%.
 
(1) Unless otherwise indicated, the address of such individual is c/o MobileSmith, Inc., 5400 Trinity Road, Suite 208, Raleigh, North Carolina 27607.
(2) In computing the number of shares beneficially owned by a person and the percentage ownership of a person, shares of our common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of April 29, 2021 are deemed outstanding. Such shares, however, are not deemed outstanding for purposes of computing the percentage ownership of each other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.
(3)  Beneficial ownership is comprised of 10,054,045 shares of the Company’s common stock and 13,776,900 shares issuable upon conversion of the Company's Series A Preferred Shares. Unless otherwise indicated, the address of such individual is 126 Chemin des Hauts, Crets 1253 Vandeeuvres, Geneva. Switzerland.
(4)  Comprised of 7,167,831 shares issued and 21,561,840 shares  issuable upon conversion of Series A Preferred Shares. Unless otherwise indicated, the address of such individual is Rue du Rhone 9698 | CP | CH1211 Geneva 1, Switzerland.
(5)  Comprised of 2,332,807 shares of Common Stock held as of record by Mountain Top LTD., a British Anguilla company (an entity controlled by Mr. Rotler), 85,900 shares held in the name of Mr. Rotler and 529,290 shares of the Company’s Series A Preferred Shares by Crystal Management Ltd., a company registered in British Anguilla (entity controlled by Mr. Rotler). Unless otherwise indicated, the address of such individual is c/o S. Rotler, 134 Aluf David Street Ramat Gan 52236, Israel.

 
9
 
Equity Compensation Plans
 
The following table provides information, as of December 31, 2020, regarding the Company’s compensation plans (including individual compensation arrangements) under which the Company is authorized to issue equity securities.
 
2016 EQUITY COMPENSATION PLAN INFORMATION.
  
 
 
 
 
 
Number of
 
 
 
 
 
securities
 
 
 
 
 
remaining
 
 
 
 
 
available for
 
 
Number of
 
 
future issuance
 
 
securities to be
 
Weighted
under equity
 
 
issued upon
 
average
compensation
 
 
exercise of
 
exercise price
plans
 
 
outstanding
 
of outstanding
(excluding
 
 
options,
 
options,
securities
 
 
warrants and
 
warrants and
reflected in
 
Plan Category
rights (a)
 
rights (b)
column (a)(c))
 
 
 
 
 
 
 
Equity compensation plans approved by security holders
10,683,300
(1)
 $ 1.85
4,316,700
(2)
Equity compensation plans not approved by security holders
 -
 
-
-
 
Total
10,683,300
 
 $ 1.85
4,316,700
 
 
 
(1)
Consists of shares issuable upon exercise of outstanding options under the Company’s  2016 Equity Compensation Plans.
(2)
All of the shares remaining for future issuance under the 2016 Equity Compensation Plan are available for issuance as options or restricted stock awards.
 
 
10
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
Certain Relationships and Related Transactions
 
The Company has issued subordinated notes to related parties to finance its shortfall in working capital.  The subordinated notes carry interest rate of 8% per year, which is paid twice a year.  The subordinated notes are unsecured and are subordinated to all other Company debt.  The subordinated notes had maturity date in November of 2022.  Avy Lugassy, one of the Company's principal shareholders is a beneficial owner of the related parties holding the subordinated notes.
 
The Company started the year with $3,518,250 on January 1, 2020 in outstanding notes and issued additional $1,910,000 notes during the year under the same terms.  During the May 2020 Note Exchange $4,063,250 of subordinated promissory notes to related parties were exchanged for the same face value of 2014 NPA note under the terms described above (refer to "May 2020 Note Exchange" paragraph below for more detail), which were subsequently exchanged again in the December 2020 Debt Exchange.  The remaining balance of $1,365,000 in subordinated promissory notes to related parties were also exchanged in the December 2020 Debt Exchange.
 
On December 23, 2020, the Company and all but one debt investor entered into a debt exchange transaction where the Company exchanged its convertible and non-convertible debt plus accrued but unpaid interest into Series A Convertible Preferred equity.  On that date both related parties UBP SA and Avy Lugassy, as beneficial owner completed the following transactions:
 
(1) UBP SA exchanged $29,846,731 in debt and accrued interest for 695,728 shares of Series A Preferred Stock;
 
(2) Avy Lugassy exchanged $18,576,043 in debt and accrued interest for 433,008 shares of Series A Preferred Stock.

 On December 21, 2020 Avy Lugassy purchased 8,156 shares of Series A Preferred Stock for $350,000 in cash.

 
Policy for Approval of Related Party Transactions
 
The Company requires that any related party transactions must be approved by the full Board of Directors with any interested member of the Board relating to the transaction recusing her or himself from the vote.
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  
Audit and Non-Audit Fees
 
 
Aggregate fees for professional services rendered for the Company by Cherry Bekaert LLP, our independent registered public accounting firm, for the fiscal years ended December 31, 2020 and 2019 are set forth below.

 
 Twelve months ended December 31, 
 Twelve months ended December 31 
 
 2020 
 2019 
Audit Fees
 142,000 
 $109,900 
Audit-Related Fees
  - 
  3,700 
Tax Fees
  - 
  970 
All Other Fees
  3,188 
  15,000 
Total Fees
 145,188 
 $129,570 
 
Audit Fees and audit related fees were for professional services rendered for the audits of our consolidated financial statements, quarterly review of the financial statements included in Quarterly Reports on Form 10-Q, consents, and other assistance required to complete the year-end audit of the consolidated financial statements.
 
Our full Board pre-approves all audit and permissible non-audit services to be provided by our independent registered public accountants and the estimated fees for these services. None of the services provided by the independent registered public accountants that are described above were approved by the Audit Committee pursuant to a waiver of the pre-approval requirements of the SEC’s rules and regulations.
 
 
11
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
(a)(1) Financial Statements.
 
The response to this portion of Item 15 is included in Part II, Item 8 of the Original Filing.
 
(a)(2) Financial Statement Schedules.
 
All schedules have been omitted because they are not required or because the required information is provided in the Consolidated Financial Statements or Notes thereto set forth under Part II, Item 8 of the Original Filing.
 

 
 
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.
 
 
 
 
 
 
/s/ Jerry Lepore
 
 
/s/ Gleb Mikhailov
 
Jerry Lepore
 
 
Gleb Mikhailov,
 
Chief Executive Officer (Principal Executive Officer)
 
 
Chief Financial Officer (Principal Financial Officer and Accounting Officer)
 
 
 
 
 
 
Date: April 29, 2021
 
 
Date: April 29, 2021
 
 

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