☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2021
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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54-1167364
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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12015 Lee Jackson Memorial Highway Ste 210
Fairfax, Virginia
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22033
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s) |
Name of each exchange on which
registered |
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Common Stock, par value $0.001 per share
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WAVD
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The Nasdaq Stock Market LLC
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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PART III
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1
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Item 10.
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Directors, Executive Officers and Corporate Governance
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1
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Item 11.
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Executive Compensation
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7 |
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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10
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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12
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Item 14.
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Principal Accounting Fees and Services
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13
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PART IV
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14
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Item 15.
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Exhibits, Financial Statement Schedules
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14
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EXHIBIT INDEX
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15
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SIGNATURES
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17
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Name of director
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Age
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Director since
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Position with the
Company
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Paul B. Becker
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60
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2021
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Director
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G. James Benoit, Jr.
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50
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2021
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Director, CEO and Chairman
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James C. DiPaula, Jr.
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60
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2021
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Director
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Jack L. Johnson, Jr.
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65
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2021
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Director
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Mark T. Krial
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64
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2016
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Director
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William H. Pickle
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72
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2015
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Director
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Linda L. Singh
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57
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2022
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Director
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Donald J. Tringali
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64
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2021
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Director
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Bonnie K. Wachtel
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66
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1992
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Director
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Name of executive officer
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Age
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Position with the Company
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G. James Benoit, Jr.
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50
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Chief Executive Officer and Chairman
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Timothy G. Hannon
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58
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Chief Financial Officer
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Item 11.
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Executive Compensation
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Name and principal
position (a) |
Year
(b)
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Salary
($) (c)
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Bonus
($) (d)
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Option
awards1 ($) (f)
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All other
compensation2
($) (i)
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Total
($) (j)
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G. James Benoit, Jr.
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2021
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18,833 | 14,323 | 1,614,500 | 477 | 1,647,633 | ||||||||||||||||
Chief Executive Officer
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2020
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— | — | — | — | — | ||||||||||||||||
Stanley A. Reese
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2021
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246,875 | 15,000 | 42,700 | 32,353 | 336,928 | ||||||||||||||||
Chief Executive Officer from January 1, 2021 through August 26, 2021
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2020
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161,875 | 10,000 | 37,000 | 21,977 | 230,852 | ||||||||||||||||
Timothy G. Hannon
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2021
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43,636 | — | 42,500 | — | 86,136 | ||||||||||||||||
Chief Financial Officer
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2020
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— | — | — | — | — | ||||||||||||||||
Matthew T. Sands
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2021
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164,021 | — | 26,200 | 7,351 | 201,378 | ||||||||||||||||
Chief Financial Officer from April 22, 2020 through September 29, 2021
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2020
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141,500 | 5,000 | 37,000 | 7,351 | 190,851 |
1
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Assumptions used to determine the fair value of option awards can be found in Note 12 to our financial statements.
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2
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References to All Other Compensation include employer matching contributions to each individual’s 401(k) defined contribution account under our company-wide 401(k) Pension and Profit Sharing Plan, routine payouts of excess vacation accruals, and employer payments for long-term care insurance under an executive carve-out.
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Name
(a)
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Number of
securities underlying unexercised options (#) exercisable (b) |
Number of
securities underlying unexercised options (#) unexercisable (c) |
Option exercise
price ($) (e) |
Option
expiration date (f) |
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G. James Benoit, Jr.
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30,000 | 2.80 |
08/26/2026
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G. James Benoit, Jr.
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1,000,000 | 4.89 |
12/30/2026
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Timothy G. Hannon
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25,000 | 4.89 |
12/30/2026
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Stanley A. Reese
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100,000 | 0.35 |
07/17/2022
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Stanley A. Reese
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100,000 | 0.16 |
02/12/2023
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Stanley A. Reese
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50,000 | 0.145 |
10/07/2023
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Stanley A. Reese
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25,000 | 0.25 |
04/11/2026
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Stanley A. Reese
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100,000 | 0.47 |
02/22/2028
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Stanley A. Reese
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100,000 | 0.66 |
09/02/2030
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Stanley A. Reese
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35,000 | 2.90 |
03/31/2031
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Matthew T. Sands
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32,000 | 0.156 |
08/08/2023
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Matthew T. Sands
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20,000 | 0.17 |
09/23/2024
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Matthew T. Sands
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20,000 | 3.15 |
11/15/2026
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Matthew T. Sands
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20,000 | 0.37 |
06/19/2028
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Matthew T. Sands
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100,000 | 0.66 |
09/02/2030
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Name
(a) |
Fees earned or paid in cash ($) (b)
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Stock Awards
($) (c) |
Option Awards
($) (d) |
Non-equity incentive plan compensation
($) (e) |
Nonqualified deferred compensation
($) (f) |
All Other Compensation
($) (g) |
Total
($) (h) |
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Paul B. Becker1
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1,667 | — | 85,000 | — | — | — | 86,667 | |||||||||||||||||||||
James C. DiPaula, Jr.1
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1,667 | — | 85,000 | — | — | — | 86,667 | |||||||||||||||||||||
Jack L. Johnson, Jr.2
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15,833 | — | 109,400 | — | — | — | 125,233 | |||||||||||||||||||||
Mark T. Krial3
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26,667 | — | 121,600 | — | — | — | 148,267 | |||||||||||||||||||||
Charles A. May, Jr.4
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18,333 | — | 30,950 | — | — | — | 49,283 | |||||||||||||||||||||
William H. Pickle3
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20,000 | — | 109,400 | — | — | — | 129,400 | |||||||||||||||||||||
Sandor Rosenberg5
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— | — | — | — | — | — | — | |||||||||||||||||||||
Donald J. Tringali2
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15,000 | — | 105,800 | — | — | — | 120,800 | |||||||||||||||||||||
Bonnie K. Wachtel3
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20,000 | — | 109,400 | — | — | — | 129,400 | |||||||||||||||||||||
James D. Wester6
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1,250 | — | — | — | — | — | 1,250 |
1
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Had an aggregate amount of 50,000 options outstanding at December 31, 2021.
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2
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Had an aggregate amount of 70,000 options outstanding at December 31, 2021.
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3
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Had an aggregate amount of 90,000 options outstanding at December 31, 2021.
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4
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Had an aggregate amount of 50,000 options outstanding at December 31, 2021. Retired as a director effective December 2, 2021.
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5
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Retired as a director effective March 11, 2021.
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6
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Had option awards for an aggregate amount of 25,000 shares outstanding at December 31, 2021. Retired as a director effective March 10, 2021.
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Plan Category
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Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants, and
rights
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Weighted
average exercise
price of
outstanding
options,
warrants, and
rights
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Number of
securities
remaining
available for
future issuance
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Equity compensation plans approved by security holders1,2,3
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2,904,500 | $ | 3.17 | 3,411,500 | ||||||||
Equity compensation plans not approved by security holders
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— | — | — | |||||||||
Total
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2,904,500 | $ | 3.17 | 3,411,500 |
1
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The Company’s 2021 Stock Incentive Plan was approved by the Company’s stockholders on December 2, 2021, has an effective date of October 11, 2021, and expires on October 11, 2031 (the “2021 Plan”). The 2021 Plan provides for the granting of equity awards to employees and directors. The maximum number of shares for which equity awards may be granted under the 2021 Plan is 5,000,000. Options granted under the 2021 Plan expire no later than ten years from the date of grant or 90 days after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors.
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2
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The Company’s 2016 Stock Incentive Plan was approved by the Company’s stockholders on June 1, 2016, has an effective date of April 4, 2016, and expires on April 4, 2026 (the “2016 Plan”). The 2016 Plan provides for the granting of equity awards to employees and directors. The maximum number of shares for which equity awards may be granted under the 2016 Plan is 1,000,000. Options granted under the 2016 Plan expire no later than ten years from the date of grant or 90 days after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors.
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3
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The Company’s 2006 Stock Incentive Plan was approved by the Company’s shareholders on May 18, 2006, has an effective date of April 12, 2006, and expired April 12, 2016. The 2006 Plan provided for the granting of equity awards to key employees, including officers and directors. The maximum number of shares for which equity awards could be granted under the 2006 Plan was 1,950,000. Options under the 2006 Plan expire no later than ten years from the date of grant or after prescribed periods of time after employment ceases, whichever comes first, and vested over periods determined by the Board of Directors.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership |
Percent Of
Class(1) |
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Joseph P. Daly
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1,670,500 | (2) | 9.6 |
Name and Address of Beneficial Owner (3)
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Amount and Nature of
Beneficial Ownership |
Percent Of
Class(1) |
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G. James Benoit, Jr., Chairman, Director, and Chief Executive Officer
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2,616,645 | (4) | 13.7 | |||||
Timothy G. Hannon, Chief Financial Officer
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— | — | ||||||
Paul B. Becker, Director
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— | — | ||||||
James C. DiPaula, Jr., Director
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292,764 | 1.7 | ||||||
Jack L. Johnson, Jr., Director
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110,000 | (5) | * | |||||
Mark T. Krial, Director
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226,448 | (6) | 1.3 | |||||
William H. Pickle, Director
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236,448 | (7) | 1.4 | |||||
Donald J. Tringali, Director
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70,000 | (8) | * | |||||
Bonnie K. Wachtel, Director
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363,800 | (9) | 2.1 | |||||
All directors and executive officers as a group
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3,916,105 | (10) | 20.1 |
*
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Beneficial Ownership represents less than 1% of the class of shares.
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(1)
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The foregoing percentages are based on the number of shares of our common stock outstanding as of March 31, 2022, of 17,344,697, and for each beneficial owner and all directors and officers as a group includes all options and warrants exercisable within 60 days of March 31, 2022.
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(2)
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The address of Joseph P. Daly is 497 Circle Freeway, Cincinnati, OH 45246. This information was obtained solely from a Schedule 13D/A filed with the SEC on January 14, 2022. Mr. Daly owns 450,000 shares directly and 1,220,500 through EssigPR Inc.
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(3)
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The address of record for all directors and executive officers is care of the Company at 12015 Lee Jackson Memorial Hwy, Ste 210, Fairfax VA 22033.
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(4)
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Includes 1,000,000 shares issuable upon the exercise of options and 750,000 shares issuable upon the exercise of warrants to purchase common stock.
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(5)
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Includes 20,000 shares issuable upon the exercise of options to purchase common stock and 35,000 shares issuable upon the exercise of warrants to purchase common stock.
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(6)
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Includes 40,000 shares issuable upon the exercise of options and 50,000 shares issuable upon the exercise of warrants to purchase common stock.
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(7)
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Includes 40,000 shares issuable upon the exercise of options and 65,000 shares issuable upon the exercise of warrants to purchase common stock.
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(8)
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Includes 20,000 shares issuable upon the exercise of options and 25,000 shares issuable upon the exercise of warrants to purchase common stock.
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(9)
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Includes 40,000 shares issuable upon the exercise of options and 25,000 shares issuable upon the exercise of warrants to purchase common stock.
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(10)
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Includes 1,160,000 shares issuable upon the exercise of options and 950,000 shares issuable upon the exercise of warrants to purchase common stock.
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services (CohnReznick LLP, Tysons, Virginia, PCAOB ID 596)
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Fee Category
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2021 Fees
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2020 Fees
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||||||
Audit Fees
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$ | 253,495 | $ | 95,145 | ||||
Audit-Related Fees
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- | — | ||||||
Tax Fees
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5,205 | 4,632 | ||||||
All Other Fees: S-8 Consent and planning meeting
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7,539 | — | ||||||
Total Fees and Services
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$ | 266,239 | $ | 99,777 |
Exhibit
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No. Exhibit
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2.1
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Plan of Domestication (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 16, 2021)
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2.2
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Stock Purchase Agreement, dated April 7, 2021, among the Company, David and Heather Tortorelli and Tellenger, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 14, 2021)
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2.3
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Stock Purchase Agreement, dated November 12, 2021, among Jeffrey P. Gerald, Gray Matters, Inc. and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 16, 2021)
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2.4
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Stock and Warrant Purchase Agreement, dated as of March 18, 2022, by and among the Company, Knowmadics, Inc., the sellers party thereto, and Shareholder Representative Services LLC as Sellers’ Representative (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 24, 2022)
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3.1
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Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on December 16, 2021)
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3.2
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Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on December 16, 2021)
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4*
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Description of Securities
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10.1+
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10.2+
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10.3
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Form of Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on August 30, 2021)
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10.4
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Commercial Line of Credit, dated April 16, 2021, by and between the Company, Tellenger, Inc. and Summit Community Bank (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 22, 2021)
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10.5*
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Business Loan Agreement, dated April 16, 2021, by and between the Company, Tellenger, Inc. and Summit Community Bank
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10.6
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Commercial Security Agreement, dated April 16, 2021, by and between the Company, Tellenger, Inc. and Summit Community Bank (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on April 22, 2021)
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10.7+
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10.8+
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10.9+
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10.10
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Form of Series A Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on December 16, 2021)
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21.1*
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Subsidiaries of the Company
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23.1*
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Consent of Independent Registered Public Accounting Firm, CohnReznick LLP
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24.1*
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Power of Attorney (included as part of the signature page of the Form 10-K)
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31.1*
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Rule 13a-14(a) / 15a-14(a) Certification by Chief Executive Officer
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31.2*
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Rule 13a-14(a) / 15a-14(a) Certification by Chief Financial Officer
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31.3**
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31.4**
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32.1*
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Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
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101.INS*
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Inline XBRL Instance Document
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101.SCH*
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL*
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB*
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF*
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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104*
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
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WaveDancer, Inc.
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By:
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/s/ G. James Benoit, Jr.
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||
G. James Benoit, Jr., Chief Executive Officer
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April 29, 2022
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Signature |
Title
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Date
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|||
By: |
/s/ G. James Benoit, Jr.
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Chief Executive Officer
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April 29, 2022
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||
G. James Benoit, Jr. | |||||
By: |
/s/ Timothy G. Hannon
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Chief Financial Officer
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April 29, 2022
|
||
Timothy G. Hannon | |||||
By: |
**
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Director
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April 29, 2022
|
||
Paul B. Becker | |||||
By: |
**
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Director
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April 29, 2022
|
||
James C. DiPaula, Jr. | |||||
By: |
**
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Director
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April 29, 2022
|
||
Mark T. Krial | |||||
By: |
**
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Director
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April 29, 2022
|
||
Jack L. Johnson, Jr. | |||||
By: |
**
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Director
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April 29, 2022
|
||
William Pickle | |||||
By: |
**
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Director
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April 29, 2022
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||
Donald J. Tringali | |||||
By: |
**
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Director
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April 29, 2022
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||
Bonnie K. Wachtel |
**By:
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/s/ G. James Benoit, Jr.
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G. James Benoit, Jr. | |
Attorney-in-Fact |
Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, G. James Benoit, Jr., certify that:
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of WaveDancer, Inc.; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated: April 29, 2022
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|
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|
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/s/ G. James Benoit, Jr. |
|
|
G. James Benoit, Jr. |
|
|
Chief Executive Officer |
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Exhibit 31.4
CERTIFICATION PURSUANT TO
RULES 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Timothy G. Hannon, certify that:
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of WaveDancer, Inc.; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated: April 29, 2022
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By: |
/s/ Timothy G. Hannon |
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|
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Timothy G. Hannon |
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|
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Chief Financial Officer |
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