Certain Relationships
There are no family relationships between any of our current directors or officers. During our fiscal year ended June 30, 2015 and the previous fiscal year, there were no transactions with related parties other than as noted below. To our knowledge, and except as set forth below, the directors and officers are not currently and have not been involved in any material proceeding adverse to the Company or have a material interest adverse to the Company, or any transactions with the Company or any of its directors, executive officers, affiliates, or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.
From time to time prior to and during the year ended June 30, 2014, African Heavy Machinery Limited, a company of which Stephen Abu, one of our past officers, is an owner, advanced the Company funds through the payment of costs and expenses relating to our operations in Ghana and, in addition to those advances, loaned $12,000 cash to the Company. At June 30, 2013 the outstanding and unpaid advances totaled $102,207. These amounts were included in accounts payable on the Company’s financial statements for the year ended June 30, 2013. In November 2013 the Company issued 44,800 (pre reverse split) shares of its common stock in full payment of the remaining principle balance of the loan and accrued interest, totaling $12,800. On June 20, 2014 the company issued African Heavy Machinery Limited 3,500,000 (pre reverse split) shares in settlement of obligations totaling $116,609 (See Company’s Annual Report filed on Form 10-K with the SEC on October 20, 2014).
A company, which is an affiliate of Robert Bench, loaned $55,000 cash to the Company, which amount was included in Secured notes payable, related parties. In August 2013 the Company paid cash of $19,000 in partial payment of the note and accrued interest and in November 2013 the Company issued 138,133 (pre reverse split) shares of its common stock in full payment of the remaining principle balance of the note and accrued interest, totaling $49,000. (See Company’s Annual Report filed on Form 10-K with the SEC on October 20, 2014).
On June 20, 2014 the Company settled a number of obligations to past and present officers, directors, and affiliates totaling $780,035 through the issuance of 8,013,284 (pre reverse split) shares of its common stock (See Company’s Annual Report filed on Form 10-K with the SEC on October 20, 2014).
On June 20, 2014, in conjunction with its sale of a wholly owned subsidiary, the Company issued to Ghana Journeys Limited, a company of which Stephen Abu, one of our past officers, is an owner, 4,755,000 (pre reverse split) shares of common stock, valued at $665,700, for the assumption of all outstanding liabilities of ASHG (See Company’s Annual Report filed on Form 10-K with the SEC on October 20, 2014).
On August 28, 2014 the Company completed a private placement of 314,286 shares of its common stock for cash in the amount of $50,000 to World Wide Investment Fund Ltd., a company controlled by Mr. Brian Mertz, a resident of Denmark.
On October 6, 2014 the option was exercised and the Company issued 666,667 shares to World Wide Investment Fund Ltd., 333,333 shares to Stratega ApS.
On December 2, 2014 the Company issued 66,667 shares to each of the following: Soren Jonassen, Ole Sigetty, and Brian Mertz in lieu of cash payments of $50,000 each.
In September 2015, the Board of Directors approved the payment of $67,500 to each of Mssrs. Jonassen, Sigetty and Mertz for their service as directors and officers for the year ending June 30, 2016, which amounts were payable in the form of 30,000 shares of common stock in the Company and the payment of $7,500 per month to Brian Mertz for the months of September, October and November.
Other than the transactions described above, there are no transactions, since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last three completed fiscal years, and in which any of the current directors or officers or the incoming directors and officers had or will have a direct or indirect material interest. There is no material plan, contract or arrangement (whether or not written) to which any of the current directors or officers or the incoming directors and officers is a party or in which they participate that is entered into or material amendment in connection with our appointment of any of the current directors or officers or the incoming directors and officers, or any grant or award to any of the current directors or officers or the incoming directors or officers or modification thereto, under any such plan, contract or arrangement in connection with our appointment of any of the current directors or officers or the incoming directors and officers.
Director Independence
Our board of directors currently consists of three members. We are not currently subject to listing requirements of any national securities exchange that has requirements that a majority of the board of directors be “independent.” Nevertheless, our board of directors has determined that all of our directors qualify as “independent” directors in accordance with listing requirements. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.
Except as discussed above, to our knowledge, there have been no events under any bankruptcy act, criminal proceedings and no federal or state judicial or administrative orders, judgments, decrees or findings, no violations of any federal or state securities laws, and no violation of any federal commodities law material to the evaluation of the ability and integrity of any director (existing or proposed), executive officer (existing or proposed), promoter or control person of the Company during the past 10 years.
To our knowledge, there are no material proceedings to which any director (existing or proposed), officer (existing or proposed), affiliate of the Company, any holder of 5% or more of our currently outstanding common stock, any associate of any such director or officer, or any affiliate of such security holder that is adverse to us or has a material interest adverse to us. There are no family relationships among any of the officers and directors.
Meetings and Committees of the Board
Our Board of Directors has standing Audit Committee. To date, our Board of Directors has not established a Compensation, Nominating or Governance Committee, in part because our Board of Directors believes that, at this stage of our development, all of our directors should be actively involved in the matters which would be addressed by such a committee. We may, in the future, establish a Compensation, Nominating or Governance Committee. We believe each of the directors serving on our Audit Committee is an independent director pursuant to NASD Rule 4200(a) (15).
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Nominations to the Board of Directors
Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board of Director candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. While we seek a diversity of experience, viewpoints and backgrounds on the Board, we have not established a formal policy regarding diversity in identifying directors.
Leadership Structure and Role on Risk Oversight
Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.
Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also monitors compliance with legal and regulatory requirements. Our nominating and governance committee monitors the effectiveness of our corporate governance guidelines and considers and approves or disapproves any related-person transactions. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Mr. Robert Bench serves as the Company’s Chief Financial Officer. Mr. Brian Mertz serves as the Company’s Chief Executive Officer and as a director and Mr. Soren Jonassen serves as our Chairman and as a director. We determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources. The directors evaluate the Company’s leadership structure and modify such structure as appropriate based on the size, resources, and operations of the Company. Our Board of Directors are exclusively involved in the general oversight of risks that could affect our Company.
Board Compensation
On March 6, 2012 the Company adopted a compensation plan for its non-management Board members. Compensation includes cash and non-cash components. The cash component is based on attendance at Board meetings in accordance with the following table:
|
|
Quarterly
|
|
|
Face to Face Mtg. |
|
|
Telephonic Mtg. |
|
|
|
$ |
4,000 |
|
|
$ |
1,500 |
|
|
$ |
750 |
|
|
|
$ |
3,000 |
|
|
$ |
1,000 |
|
|
$ |
500 |
|
|
|
|
|
|
|
$ |
500 |
|
|
$ |
250 |
|
|
|
|
|
|
|
$ |
400 |
|
|
$ |
200 |
|
In addition, non-management Board members receive stock option grants from time to time with the minimum set forth in the following table:
|
Upon Election (1)
|
Annual Refresh (2)
|
|
|
|
|
|
|
(1)
|
One time grant at time of election or reappointment to the board. Options to be priced at the 5-day volume weighted average price (“VWAP”) prior to the date of election.
|
(2)
|
Shares to be granted each year when the board member is re-elected at the Company’s annual shareholder meeting. Options will be priced at the 5-day VWAP prior to the date of shareholder meeting.
|
Except as set forth below, no fees were paid to our directors for the fiscal years ended June 30, 2015 or 2014. All options which were granted to officers and directors for the year ended June 30, 2014 and previous years were cancelled by the Company in exchange for the issuance of shares of common stock in the Company.
In connection with their service as directors of the Company, Soren Jonassen, Ole Sigetty and Brian Mertz were each issued 66,667 shares of common stock in lieu of $50,000 compensation during the year ended June 30, 2015. In addition, in September 2015, the Board of Directors approved the payment of $67,500 to each of Mssrs. Jonassen, Sigetty and Mertz for their service as directors and officers for the year ending June 30, 2016, which amounts were payable in the form of 30,000 shares of common stock in the Company.
No other fees were paid to members of the Board of Directors for the fiscal year ended June 30, 2015 or for the three month period ended September 30, 2015. Notwithstanding the Compensation Plan, no other stock grants, options or fees were paid to any Company Director during the years ended June 30, 2015 and 2014 or during the three month periods ended September 30, 2015 and 2014.
Executive Compensation
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named person for services rendered in all capacities during the years ended June 30, 2015 and 2014. No other executive officers received total annual compensation in excess of $100,000.
Person
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity Incentive Comp ($)
|
|
|
|
|
|
|
|
Brian Mertz (1)
|
2015
|
|
|
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
50,000 |
|
|
$ |
50,000 |
|
Robert K. Bench (2)
|
2015
|
|
$ |
154,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
154,000 |
|
Robert K. Bench (2)
|
2014
|
|
$ |
28,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
5,400 |
|
|
$ |
33,400 |
|
(1)
|
Mr. Mertz has served as CryptoSign’s Chief Executive Officer since July 2014.
|
(2)
|
Mr. Bench has served as the Company‘s President since October 2008 and Chief Financial Officer since November 30, 2008. On August 19, 2013, Mr. Bench was granted 2,000,000 non-qualified stock options. On June 20, 2014 all 2,000,000 options were canceled, none of which had vested.
|
In September 2015, the Board of Directors approved the payment of $7,500 to Mr. Mertz in each of the months of September, October and November 2015.
Employment Contracts
The Company does not have employment agreements with any of its executive officers.
NAME CHANGE
On November 9, 2015, holders representing approximately 50.86% of the Company's outstanding common stock took action by written consent to change the name of the Company from CryptoSign, Inc. to NABUfit Global, Inc.
The Board of Directors has authorized the change in the Company's name to NABUfit Global, Inc. In the judgment of the Board of Directors, the Company's new name more accurately reflects its business objectives as this time.
On November 9, 2015, the Board of Directors authorized a change in the name of the Company to NABUfit Global, Inc. to be effected through the filing of an Amendment to the Company’s Certificate of Incorporation (“Amendment”). A form of the Amendment is attached to this Information Statement as Exhibit A.
FINANCIAL INFORMATION
The audited financial statements included in the Company’s annual report on Form 10-K for the year ended June 30, 2015 are incorporated in the Information Statement by Reference.
COST OF THIS INFORMATION STATEMENT
The costs associated with the preparation, filing, printing and distribution of this information statement and the payment of any cash payments to stockholders will be paid by the Company.
AVAILABLE INFORMATION
Please read all the sections of this information statement carefully. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission. These reports, proxy statements and other information filed by the company with the SEC may be inspected without charge at the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of this material also may be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of these materials may be obtained from the SEC's website at http://www.sec.gov.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission (Exchange Act File No. 000-16075) are incorporated in this Information Statement by reference and made a part hereof:
(i) Annual Report on Form 10-K, for the fiscal year ended June 30, 2015.
The Annual Report, the Quarterly Reports and the Current Reports contain important information about the Company and its financial condition.
All documents filed by the company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this information statement and prior to the effective date hereof shall be deemed to be incorporated by reference in this information statement and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this information statement and filed with the Commission prior to the date of this information statement shall be deemed to be modified or superseded for purposes of this information statement to the extent that a statement contained herein, or in any other subsequently filed document which is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this information statement.
The Company will provide without charge to each person to whom this information statement is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Written or telephone requests should be directed to the Company at 626 East 1820 North, Orem, UT 84097, and its telephone number is (801) 362-2115.
CRYPTOSIGN, INC.
By Order of the Board of Directors
/s/ Brian Mertz
Chief Executive Officer
EXHIBIT A
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CRYPTOSIGN, INC.
CryptoSign, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) amends the provisions of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”).
2. This Amendment was approved and duly adopted in accordance with Section 242 of the DGCL, and has been duly approved by written consent of the stockholders of the Company in accordance with Section 228 of the DGCL.
3. Article I of the Certificate is hereby amended to state that the name of the Corporation is NABUfit Global, Inc.
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, has executed this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be effective as of December 10, 2015.
CRYPTOSIGN, INC.
By: _______________________
Name: Brian Mertz
Title: Chief Executive Officer