UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192020
Commission File Number 0-21816
| Infinite Group, Inc. |
| 175 Sully’s Trail, Suite 202 |
| Pittsford, NY 14534 |
| (585) 385-0610 |
| A Delaware Corporation |
| IRS Employer Identification Number: 52-1490422 |
Securities registered pursuant to Section 12(g)12(b) of the Act: Common Stock, $.001 Par ValueAct
Common stock is quoted on the OTC Bulletin Board under the trading symbol
Common Stock, $0.001 par value per share | IMCI | OTC |
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) |
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 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 every Interactive Data File required to be submitted 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large Accelerated filer ☐ Non-accelerated filer ☐ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
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 the common stock of the registrant held by non-affiliates of the registrant (based upon the closing price on the Over the Counter Bulletin Board of $.02$.09 on June 30, 20192020 the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $580,000.$1,850,000.
As of March 24, 2020,2021, 29,061,883 shares of the registrant's common stock, $.001 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the quarterly periodfiscal year ended December 31, 20192020 of Infinite Group, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 30, 20202021 (the “Form 10-Q”) is to include Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks 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 original Form 10-K.
INFINITE GROUP, INC. |
| Form 10-K |
|
| TABLE OF CONTENTS |
|
PART IV. | | |
| Item 15. | Exhibits | 4 |
| Signatures | 6 |
FORWARD LOOKING STATEMENT INFORMATION
Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to Infinite Group, Inc., a Delaware corporation.
|
Form 10-K |
|
TABLE OF CONTENTS |
|
PART IV.
| | |
| Item 15. | Exhibits and Financial Statement Schedules | 3
|
| Signatures | 5
|
Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
(1) Financial Statements – See the Index to the financial statements on page F-1.
(b) Exhibits:
Exhibit
No. Description
| 3.1 | Certificate of Incorporation of the Company dated April 29, 1993. (1) |
| 3.5 | By-Laws of the Company. (1) |
| 4.1 | Specimen Stock Certificate. (1) |
| 10.3 | Form of Stock Option Agreement. (1) |
| 10.9 | Modification Agreement No. 3 to Promissory Notes between Allan Robbins and the Company dated October 1, 2005. (6) |
| 101.INS XBRL Instance Document. * | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. * |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. * |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. * |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. * |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. * |
* Filed as an exhibit hereto.
**Management contract or compensatory plan or arrangement.
# Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Omitted portions have been filed separately with the SEC.
(1) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (File #33- 61856) and incorporated herein by reference.
(2) Incorporated by reference to Appendix II of the Company's DEF14A filed on February 1, 2006.
(3) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997.
(4) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998.
(5) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002.
(6) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005.
(7) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.
(8) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.
(9) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
(10) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
(11) Incorporated by reference to the Company's Quarter Report on Form 10-Q for the quarterly period ended June 30, 2010.
(12) Incorporated by reference to the Company's Quarter Report on Form 10-Q for the quarterly period ended September 30, 2010.
(13) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
(14) Incorporated by reference to the Company's Current Report on Form 8-K filed on September 12, 2011.
(15) Incorporated by reference to the Company's Current Report on Form 8-K filed on November 7, 2011.
(16) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
(17) Incorporated by reference to the Company's Current Report on Form 8-K filed on December 4, 2014.
(18) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
(19) Incorporated by reference to the Company's Quarter Report on Form 10-Q for the quarterly period ended September 30, 2015.
(20) Incorporated by reference to the Company's Quarter Report on Form 10-Q for the quarterly period ended September 30, 2016.
(21) Incorporated by reference to the Company's Quarter Report on Form 10-Q for the quarterly period ended June 30, 2017.(22) Incorporated by reference to the Company's Quarter Report on Form 10-Q for the quarterly period ended September 30, 2017.
(23) Incorporated by reference to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2017.
(24) Incorporated by reference to the Company's Current Report on Form 8-K filed on May 16, 2019.
(25) Incorporated by reference to the Company's Current Report on Form 8-K filed on August 22, 2019.
(26) Incorporated by reference to the Company's Current report on Form 10-K for the fiscal year ended December 31, 2019.
(27) Incorporated by reference to the Company's Quarter Report on Form 10-Q for the quarterly period ended March 31, 2020.
Information required by schedules called for under Regulation S-X is either not applicable or is included in the financial statements or notes thereto.
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.
| | Infinite Group, Inc. | |
| | | | |
Date: March 31, 202030, 2021 | By: | /s/ James Villa | |
| | | James Villa | |
| | | 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.
| | | | |
| /s/ James Villa | | | |
| James Villa | | Chief Executive Officer and President (Principal Executive Officer) | March 31, 202030, 2021 |
| | | | |
| /s/ Richard Glickman | | | |
| Richard Glickman | | VP Finance and Chief Accounting Officer | March 31, 202030, 2021 |
| | | (Principal Financial and Accounting Officer) | |
| | | | |
| /s/ Andrew Hoyen | | | |
| Andrew Hoyen | | President and Chief Operating Officer and Director | March 31, 202030, 2021 |
| | | | |
| /s/ Donald W. Reeve | | | |
| Donald W. Reeve | | Chairman of the Board | March 31, 202030, 2021 |