Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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[X]
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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 September 30, 2019
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or
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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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For the transition period from ____________
to ___________
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Commission file number:
000-23153
TRACK GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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87-0543981
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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200 E.
5th Avenue Suite 100
Naperville, Illinois 60563
(Address of principal executive offices, Zip Code)
(877) 260-2010
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act: None
Securities registered pursuant to Section 12(g) of the
Act: Common Stock, $0.0001 par
value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
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 [X]
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
[X] 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 [X] 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 the 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.
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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 [X]
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Emerging growth company [ ]
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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 [X]
The aggregate market value of the registrant’s Common Stock
held by non-affiliates of the registrant computed by reference to
the closing price on March 31, 2019 was $2.4 million.
As of January 28, 2020, there
were 11,414,150 shares of the registrant’s common stock
issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on
Form 10-K/A (the “Amendment”)
amends the Annual Report on Form 10-K of Track Group, Inc. (the
“Company”,
“us”,
“we”
or “our”)
for the year ended September 30, 2019, originally filed with the
Securities and Exchange Commission (“SEC”)
on January 10, 2020 (the “Original
Filing”). We
are filing this Amendment to present the information required
by Items 10, 11, 12, 13,
and 14 of Part III of the Original Filing in reliance on General Instruction G(3)
to Form 10-K, which provides that registrants may incorporate
by reference certain information from a definitive proxy statement
filed with the SEC within 120 days after fiscal year end. In
addition, the reference on the cover of the Original Filing to the
incorporation by reference to portions of our definitive proxy
statement into Part III of the Original Filing is hereby
deleted.
In
accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended, (i) Part III, Items 10 through 14 of the Original
Filing are hereby amended and restated in their entirety, and (ii)
Part IV, Item 15 of the Original Filing is hereby amended and
restated in its entirety. In addition, a new certification of our
principal executive officer is attached as of the filing date of
this Amendment. Except as described above, no other changes have
been made to the Original Filing.
Except
as stated herein, this Amendment does not reflect events occurring
after the filing of the Original Filing and no attempt has been
made in this Amendment to modify or update other disclosures as
presented in the Original Filing.
-i-
Track
Group, Inc.
FORM 10-K/A
For the Fiscal Year Ended September 30, 2019
Table of Contents
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10
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11
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13
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15
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PART
III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The Company’s Board of Directors (the
“Board”) and executive officers consist of the
persons named in the table below. Each director serves for a
one-year term, until his or her successor is elected and qualified,
or until earlier resignation or removal. Our Bylaws provide that
the authorized number of directors shall be fixed by the Board from
time to time. The directors and executive officers are as
follows:
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Guy Dubois
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61
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Chair of the Board
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Karen Macleod
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56
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Director
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Karim Sehnaoui
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41
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Director
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Derek Cassell
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46
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Chief Executive Officer
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Peter K. Poli
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58
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Chief Financial Officer
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Guy
Dubois was
appointed as a director in December 2012, and has served as Chair
of the Board since February 2013. In addition, Mr. Dubois
previously served as our Chief Executive Officer from September 2016 to
December 2017. Mr. Dubois is the Founder and Chairman of
Singapore-based Tetra House Pte. Ltd., a provider of bespoke
consulting and advisory services out of Singapore. He is co-founder
of Circo3,
a regulated capital arrangement company with a platform approach to
the investor capital raising business. Mr. Dubois is a former director and Chief
Executive Officer of Gategroup AG, and previously held various
executive leadership roles at Gate Gourmet Holding LLC. Mr. Dubois
has held executive management positions at Roche Vitamins Inc. in
New Jersey, as well as regional management roles in that
firm’s Asia Pacific operations. Mr. Dubois also served the
European Organization for Nuclear Research (CERN) team in
Switzerland in various roles, including as its Treasurer and Chief
Accountant. Additionally, Mr. Dubois worked with IBM in Sweden as
Product Support Specialist for Financial Applications. A Belgian
citizen, Mr. Dubois holds a degree in Financial Science and
Accountancy from the Limburg Business School in Diepenbeek,
Belgium.
Mr.
Dubois’ extensive financial and management expertise and
experience, in addition to his public company senior management and
board experience, and the leadership he has shown in his positions
with prior companies as well as his knowledge of the daily
operations of the Company having previously served as Chief
Executive Officer, make him a valuable asset to the Board and the
Company.
Karen
Macleod was appointed as a
director in January 2016 and currently serves as Chief Executive
Officer of Arete Group LLC, a professional services firm. Prior to
Arete Group, Ms. Macleod was President of Tatum LLC, a New
York-based professional services firm owned by Randstad, from 2011
to 2014, and was a co-founder of Resources Connection (NASDAQ:
RECN), now known as RGP, a multinational professional services firm
founded as a division of Deloitte in June 1996. Ms. Macleod served
in several positions for RGP, including as a director from 1999 to
2009 and President, North America from 2004 to 2009. Prior to RGP,
Ms. Macleod held several positions in the Audit Department of
Deloitte from 1985 to 1994. Ms. Macleod served as a director for
A-Connect (Schweiz) AG, a privately held, Swiss-based global
professional services firm, from 2014 to 2016, and was a director
for Overland Solutions from 2006 to 2013. Currently, Ms. Macleod is
serving as a director on the Board of the FWA (Financial
Women’s Association) in New York and is a member of their
Audit Committee. Ms. Macleod holds a Bachelor of Science in
Business/Managerial Economics from the University of California,
Santa Barbara.
Ms.
Macleod’s senior public company leadership experience along
with her finance and accounting background make her a significant
contributor to the Board and the strategic growth of the
Company.
Karim
Sehnaoui was appointed as a
director in February 2018. Mr. Sehnaoui is an entrepreneur and
investment professional, who specializes in private equity, venture
capital, and corporate finance. Currently, he serves as Chief
Investment Officer of ADS Securities LLC, a position he has held
since October 2018, and as a Director of ETS Limited. In addition,
Mr. Sehnaoui is the Founder and current Managing Director of Elham
Management and Investment Group, an investment firm founded in 2011
that is dedicated to sustainable strategic investing. From 2012 to
2016, Mr. Sehnaoui taught graduate level finance courses as a
visiting Assistant Professor at MSB Mediterranean School of
Business in Tunisia. Prior to that, Mr. Sehnaoui spent several
years in investment banking and private equity, serving as Acting
Chief Investment Officer of Abu Dhabi Investment House PJSC and
General Manager for Abu Dhabi Investment House S.A., and Business
Development Director at Ithmaar Bank. Mr. Sehnaoui is currently a
member of the Supervisory Board of Fyber N.V. (FRA: FBEN), an
advertising technology company. Mr. Sehnaoui holds Bachelor’s
and Master’s degrees in Civil Engineering from McGill
University in Montreal, Canada, and was a Global Leadership Fellow
at the World Economic Forum in Geneva, Switzerland from 2005 to
2007.
Mr.
Sehnaoui was appointed as a director in connection with ETS Limited
becoming the Company’s largest stockholder of record in 2018.
Mr. Sehnaoui’s senior leadership experience, along with his
private equity and venture capital background make him a valued
member of the Board and a strong asset to the ongoing growth of the
Company.
Derek
Cassell joined the Company in
June 2014 through the strategic acquisition of Emerge Monitoring,
at which time he was appointed Divisional President, Americas. Mr.
Cassell was appointed to serve as our President in December 2016
and was promoted to the role of Chief Executive Officer effective
January 1, 2018. From September 2008 until June 2014, Mr. Cassell
served as an Executive Vice President of Emerge Monitoring, which
was part of the Bankers Surety Team. Mr. Cassell has over 20 years
of experience providing correctional solutions to the criminal
justice industry. His previous positions include Director of
Operations for ADT Correctional Services, Director of Customer
Support for G4S Justice Services, and National Sales and Marketing
Manager for ElmoTech Inc. He holds a Criminal Justice Degree from
Henry Ford College in Dearborn Heights,
Michigan.
Peter K.
Poli has served as our Chief
Financial Officer since January 2017. In addition, he has served as
the Chief Financial Officer and Treasurer of Emerge Monitoring,
Inc., Secretary and Treasurer of Track Group – Puerto Rico,
Inc., Secretary of Track Group Analytics, Limited and Manager of
Emerge Monitoring LLC, all of which are subsidiaries of the
Company, since May 2017. Before joining the Company, Mr. Poli
served as the Chief Financial Officer of Grand Banks Yachts Limited
from August 18, 2004 through December 31, 2015. In addition, he
served as an Executive Director of Grand Banks Yachts from March
31, 2008 through October 28, 2015. Prior to his time with Grand
Banks Yachts Limited, Mr. Poli served as the Chief Financial
Officer for Acumen Fund Inc., I-Works Inc., and as Vice
President and Chief Financial Officer of FTD.COM. Mr. Poli also
spent nine years as an Investment Banker with Dean Witter Reynolds,
Inc. and served as the CFO of a wholly-owned subsidiary of Morgan
Stanley Dean Witter from 1997 to 1999. In addition, Mr. Poli served
as an Independent Director of Leapnet, Inc. from 2000 to 2002. Mr.
Poli earned a Bachelor of Art in Economics and Engineering from
Brown University in 1983 and an MBA from Harvard Business School in
1987.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act
of 1934, as amended (the “Exchange
Act”), requires our
officers, directors, and persons who beneficially own more than ten
percent of our common stock to file reports of ownership and
changes in ownership with the SEC. Officers, directors, and
greater-than-ten-percent stockholders are also required by the SEC
to furnish us with copies of all Section 16(a) forms that they
file.
Based
solely upon a review of these forms that were furnished to us, we
believe that all reports required to be filed by these individuals
and persons under Section 16(a) were filed during fiscal year 2019
and that such filings were timely.
Code of Business Conduct and Ethics
We have established a Code of Business Conduct and
Ethics (the “Code”) that applies to our officers, directors
and employees. This Code contains general guidelines for
conducting our business consistent with the highest standards of
business ethics, and is intended to qualify as a “code of
ethics” within the meaning of Section 406 of the
Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder. A copy of our Code is available online at
www.trackgrp.com. Any
amendments to or waivers from a provision of our Code that apply to
our principal executive officer, principal financial officer,
principal accounting officer, controller or persons performing
similar functions and that relates to any element of the Code will
be made available to the public at the aforementioned
website..
Board Leadership Structure
Our
Board of Directors has the discretion to determine whether to
separate or combine the roles of Chief Executive Officer and Chair
of the Board. As previously mentioned, Mr. Dubois served in both
roles from September 11, 2016 through December 31, 2017. During
that time, our Board believed that his combined role was most
advantageous to the Company and our stockholders. Effective
January 1, 2018, the Board of Directors promoted the President of
the Company, Mr. Cassell, to the role of Chief Executive Officer,
and thereby separated the roles of Chief Executive Officer and
Chair of the Board. Mr. Dubois continues to serve as Chair of the
Board.
In
addition to Messrs. Cassell and Dubois’ leadership, the Board
maintains effective independent oversight through a number of
governance practices, including, open and direct communication with
management, input on meeting agendas, and regular executive
sessions.
Board Role in Risk Assessment
Management,
in consultation with outside professionals, as applicable,
identifies risks associated with the Company’s operations,
strategies and financial statements. Risk assessment is also
performed through periodic reports received by the Board from
management, counsel and the Company’s independent registered
public accountants relating to risk assessment and management. Our
Board meets privately in executive sessions with representatives of
the Company’s independent registered public accountants. The
Board also provides risk oversight through its periodic reviews of
the financial and operational performance of the
Company.
Director Nominations
The
Board nominates directors for election at each annual meeting of
stockholders and appoints new directors to fill vacancies when they
arise, and has the responsibility to identify, evaluate and recruit
qualified candidates to the Board for such nomination or
appointment.
The
Board of Directors identifies director nominees by first
considering those current members of the Board who are willing to
continue service. Current members of the Board with skills and
experience that are relevant to our business and who are willing to
continue service are considered for re-nomination, balancing the
value of continuity of service by existing members of the Board
with that of obtaining a new perspective. Nominees for director are
selected by a majority of the members of the Board of Directors.
Although the Company does not have a formal diversity policy, in
considering the suitability of director nominees, the Board
considers such factors as it deems appropriate to develop a Board
that is diverse in nature and comprised of experienced and seasoned
advisors. Factors considered by the Board include judgment,
knowledge, skill, diversity, integrity, experience with businesses
and other organizations of comparable size, including experience in
the software and/or technology industries, software, intellectual
property, business, finance, administration or public service, the
relevance of a candidate’s experience to our needs and
experience of other Board members, experience with accounting rules
and practices, the desire to balance the considerable benefit of
continuity with the periodic injection of the fresh perspective
provided by new members, and the extent to which a candidate would
be a desirable addition to the Board and any committees of the
Board.
A
stockholder who wishes to suggest a prospective nominee for the
Board may notify the Secretary of the Company in writing with any
supporting material the stockholder considers appropriate. Nominees
suggested by stockholders are considered in the same way as
nominees suggested from other sources.
In addition, the Company’s Bylaws contain
provisions that address the process by which a stockholder may
nominate an individual to stand for election to the Board at the
Company’s annual meeting of stockholders. In order to
nominate a candidate for director, a stockholder must give timely
notice in writing to the Secretary of the Company and otherwise
comply with the provisions of the Company’s Bylaws.
Information required by the Company’s Bylaws to be in the
notice include: the name, contact information and share ownership
information for the candidate and the person making the nomination,
and other information about the nominee that must be disclosed in
proxy solicitations under Section 14 of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”) and its related
rules and regulations. The Board may also require any proposed
nominee to furnish such other information as may reasonably be
required by the Board to determine the eligibility of such proposed
nominee to serve as director of the Company. The recommendation
should be sent to: Secretary, Track Group, Inc., 200 E.
5th Avenue, Suite 100, Naperville, Illinois 60563. You can
obtain a copy of the Company’s Bylaws by writing to the
Secretary at this address.
Stockholder Communications
If
you wish to communicate with the Board, you may send your
communication in writing to: Secretary, Track Group, Inc., 200 E.
5th Avenue, Suite 100, Naperville, Illinois 60563. You must
include your name and address in the written communication and
indicate whether you are a stockholder of the Company. The
Secretary will review any communication received from a
stockholder, and all material and appropriate communications from
stockholders will be forwarded to the appropriate director or
directors or committee of the Board based on the subject
matter.
Board Meetings
Directors
are generally elected for a term of one year until the next annual
meeting of stockholders and until their successors have been
elected or appointed and duly qualified. Vacancies on the Board
which are created by the retirement, resignation or removal of a
director, may be filled by the vote of the remaining members of the
Board, with such new director serving the remainder of the term or
until his/her successor is elected and qualified.
The
Board of Directors is elected by and is accountable to our
stockholders. The Board establishes policy and provides
strategic direction, oversight, and control. The Board met
twelve times during the year ended September 30, 2019 and all
incumbent directors attended at least 75% of the aggregate number
of meetings of the Board.
Board Committees and Charters
Prior
to May 31, 2018, the Board of Directors had three standing
committees which consisted of the Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee.
Due to the resignations of certain former directors during 2018 as
previously disclosed by the Company and the current size of the
Board, these committees are no longer active. Instead the full
Board administers the duties of each of these committees, and will
likely do so for the foreseeable future.
Audit Committee
Prior to May 31, 2018, we had a separately
designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The primary duties of the
Audit Committee were to oversee (i) management’s conduct
related to our financial reporting process, including reviewing the
financial reports and other financial information provided by the
Company, and reviewing our systems of internal accounting and
financial controls, (ii) our independent auditors’
qualifications and independence and the audit and non-audit
services provided to the Company, and (iii) the engagement and
performance of our independent auditors. The Audit Committee
assisted the Board in providing oversight of our financial and
related activities, including capital market transactions. The
Audit Committee had a charter, a copy of which is available on our
website at www.trackgrp.com.
Currently,
the entire Board of Directors serves in the capacity as an Audit
Committee with Ms. Macleod also serving as Committee Chair. With
the exception of Mr. Sehnaoui, each member of the Audit Committee,
satisfy, as determined by the full Board of Directors, the
definition of independent director as established in the OTC Rules
and all members are financially literate. In accordance with
Section 407 of the Sarbanes-Oxley Act of 2002, the Board of
Directors designated Ms. Macleod as the Audit Committee’s
“audit committee financial expert” as defined by the
applicable regulations promulgated by the SEC. The Audit
Committee met with our Chief Financial Officer and with our
independent registered public accounting firm and evaluated the
responses by the Chief Financial Officer, both to the facts
presented and to the judgments made by our independent registered
public accounting firm. The Audit Committee met four times
during the year ended September 30, 2019, and all members of the
Audit Committee attended at least 75% of the Committee’s
meetings.
Our full Board reviewed and discussed the matters
required by United States auditing standards required by the Public
Company Accounting Oversight Board (the “PCAOB”) and our audited financial statements for
the fiscal year ended September 30, 2019 with management and our
independent registered public accounting firm. Our Board received
the written disclosures and the letter from our independent
registered public accounting firm required by Independence
Standards Board No. 1, and our Board discussed with the independent
registered public accounting firm the independent registered public
accounting firm's independence.
Compensation Committee
We
currently do not have a compensation committee of the Board or a
committee performing similar functions. It is the view of the Board
that it is appropriate for us not to have such a committee because
of our size and because the Board participates in the consideration
of executive compensation. As such, the entire Board of Directors
has the responsibility for developing and maintaining an executive
compensation policy that creates a direct relationship between pay
levels and corporate performance and returns to stockholders. The
Board monitors the results of such policy to assure that the
compensation payable to our executive officers provides overall
competitive pay levels, creates proper incentives to enhance
stockholder value, rewards superior performance, and is justified
by the returns available to stockholders.
Additionally,
the Board administers compensation plans in a manner consistent
with the terms of such plans (including, as applicable, the
granting of stock options, restricted stock, stock units and other
awards, the review of performance goals established before the
start of the relevant plan year, and the determination of
performance compared to the goals at the end of the plan
year). None of our executive officers served as a director or
member of the compensation committee of any entity that has one or
more executive officers serving on our Board.
Nominating and Corporate Governance Committee
We
do not have a nominating committee. Our Board of Directors selects
individuals to stand for election as members of the Board and does
not have a policy with regards to the consideration of any director
candidates recommended by our stockholders. Our Board has
determined that it is in the best position to evaluate our
company’s requirements as well as the qualifications of each
candidate when it considers a nominee for a position on the Board.
As such, the entire Board of Directors has the responsibility for
identifying and recommending candidates to fill vacant and newly
created Board positions, setting corporate governance guidelines
regarding director qualifications and responsibilities, and
planning for senior management succession.
Currently,
our full Board is required to review the qualifications and
backgrounds of all directors and nominees (without regard to
whether a nominee has been recommended by stockholders), as well as
the overall composition of the Board of Directors, and recommend
director candidates to be nominated for election at the annual
meeting of stockholders, or, in the case of a vacancy on the Board,
elect a new director to fill such vacancy. If stockholders
wish to recommend candidates directly to our Board, they may do so
by communicating directly with our Secretary at the address
specified on the cover of this annual report. There has not been
any change to the procedures that our stockholder may recommend
nominees to our Board of Directors.
Independent Directors
The Board has determined that Mr. Dubois and Ms.
Macleod are currently the Company’s independent directors as
defined by the rules and regulations of the OTC Markets. Mr. Dubois
and Ms. Macleod meet the independence standards established by the
OTC Markets and the U.S. Securities and Exchange Commission (the
“SEC”). In addition, the Board has determined
that of its current directors, Ms. Macleod satisfies the definition
of an “audit committee financial expert” under SEC
rules and regulations. These designations do not impose any duties,
obligations or liabilities that are greater than those generally
imposed as members of the Board, and the designation as an audit
committee financial expert does not affect the duties, obligations
or liability of any other member of the Board.
Indemnification of Officers and Directors
As
permitted by Delaware law, the Company will indemnify its
directors and officers against expenses and liabilities they
incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of
their being or having been Company directors or officers
unless, in any such action, they are adjudged to have acted
with gross negligence or willful
misconduct.
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ITEM 11.
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EXECUTIVE COMPENSATION
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The
following discussion relates to the compensation of our
“named executive officers”.
Summary Compensation Table
The following summary
compensation table sets forth the compensation paid to the
following persons for our fiscal years ended September 30, 2018 and
2019:
(a)
our
principal executive officer;
(b)
our
other two most highly compensated executive officers who were
serving as executive officers at the end of the fiscal year ended
September 30, 2019 and who had total compensation exceeding
$100,000; and
(c)
additional individuals for whom disclosure would
have been provided under (b) but for the fact that the individual
was not serving as an executive officer at the end of the most
recently completed financial year (together, the “Named Executive
Officers”).
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Name and
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Salary
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Bonus
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Stock Awards
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All Other Compensation
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Total
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Principal
Position
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Year
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($)
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($)
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($) (1)
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($)
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($)
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Derek Cassell
(2)
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2019
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$275,000
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$366,667
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$-
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$-
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$641,667
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Chief Executive Officer and Former President
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2018
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$266,923
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$30,000
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$315,000
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$-
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$611,923
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Peter
Poli
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2019
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$250,000
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$166,667
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$-
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$-
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$416,667
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Chief Financial Officer
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2018
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$247,692
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$22,500
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$157,500
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$-
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$427,692
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Former Named
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|||||
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Executive
Officer
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Guy Dubois
(3)
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2019
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$-
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$-
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$-
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$-
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$-
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Chair and Former Executive Chair
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2018
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$-
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$60,000
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$300,000
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$-
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$360,000
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(1)
This
column
represents the grant date fair value in accordance with ASC 718.
These amounts do not represent the actual value that may be
realized by the named executive officers.
(2)
On
January 1, 2018, Mr. Cassell was appointed as the Company’s
Chief Executive Officer. Mr. Cassell previously served as the
Company’s President from December 19, 2016 to January 1,
2018.
(3)
Mr. Dubois served as Chief Executive Officer from
September 2016 to December 2017. The Company did not have an
employment agreement in place with Mr. Dubois for this role.
See "Director Compensation" below for fees paid to Mr. Dubois in
connection with his service as Chair of the Board for the twelve
months ended September 30, 2019.
Narrative Disclosure to the Summary Compensation Table
Compensation Paid to our Former Executive Chair
In
the fiscal year ended September 30, 2018, Mr. Dubois received a
$60,000 cash bonus and 241,935 shares of stock equal to $300,000
for services provided to the Company in his former role as
Executive Chair.
Poli Employment Agreement
On December 12, 2016,
the Company entered into a three-year employment agreement with Mr.
Poli (the “Poli Employment
Agreement”). Under the
terms and conditions of the Poli Employment Agreement, Mr. Poli
began receiving a base salary equal to $240,000 per annum beginning
in January 2017, and received an option to purchase 100,000 shares
of the Company’s common stock at an exercise price per share
equal to the closing price of the Company’s common stock on
the date approved by the Board. One-half of this option vested on
January 1, 2018, and the remaining one-half vested on January 1,
2019. If the Company terminates Mr. Poli’s employment as a
result of an involuntary termination, he would receive an amount
equal to 12 months base salary, plus any annual bonus deemed to be vested and
earned.
An amendment to the
Poli Employment Agreement was approved at a Board meeting on
December 13, 2017, and such amendment was executed on January 3,
2018. Pursuant to the terms of
the Poli Agreement, as amended (the “Poli
Amendment”), effective
January 1, 2018, Mr. Poli’s employment was extended three
years, and shall automatically renew for successive one year
periods thereafter unless either party provides the other with
notice of its intent not to renew the Poli Agreement at least six
months prior to termination. In addition, the Poli Amendment
provides: (i) an increase in Mr. Poli’s base salary to
$250,000 per year; (ii) the issuance of 150,000 unregistered
restricted shares of the Company’s common stock, which shall
vest annually in increments of 50,000 beginning January 1, 2018;
and (iii) in the event of a change of control, Mr. Poli shall be
entitled to a cash payment equal to one year’s salary, plus
all restricted stock, warrants and options previously issued to Mr.
Poli shall become immediately vested and
exercisable.
Cassell Employment Agreement
On December 1, 2016,
the Company entered into an employment agreement with Mr. Cassell,
which was subsequently amended on February 13, 2017 (the
“Cassell Employment
Agreement”). Under the
terms and conditions of the Cassell Employment Agreement, Mr.
Cassell received a base salary equal to $240,000 per annum, and
received 60,000 unregistered restricted shares of the
Company’s common stock. One-half of these shares vested
immediately upon issuance, and the remaining one-half vested on
March 30, 2018. If the Company terminates Mr. Cassel’s
employment as a result of an involuntary termination, he would
receive an amount equal to 12 months base salary, plus
any annual bonus deemed to be vested
and earned.
A second amendment to
the Cassell Employment Agreement was approved at a Board meeting
held on December 13, 2017, and such amendment was executed on
January 4, 2018. Under the terms of the Cassell Agreement, as
amended (the “Cassell
Amendment”), effective
January 1, 2018, Mr. Cassell was promoted from President to Chief
Executive Officer of the Company, a position which he shall hold
until December 31, 2020, unless earlier terminated or extended.
Should Mr. Cassell elect to voluntarily terminate his employment
with the Company, he must provide written notice of his intent to
do so at least 180 days prior to terminating his
employment. In addition,
the Cassell Amendment provides: (i) an increase in Mr.
Cassell’s base salary to $275,000 per year; (ii) an increase,
to 100% of his base salary, in his annual bonus effective for bonus
plan year 2018 and thereafter; (iii) the issuance of 300,000
unregistered restricted shares of the Company’s common stock,
which shall vest annually in increments of 100,000 beginning
January 1, 2018; and (iv) in the event of a change of control, Mr.
Cassell shall be entitled to a cash payment equal to one
year’s salary, plus all restricted stock, warrants and
options previously issued to Mr. Cassell shall become immediately
vested and exercisable.
Outstanding Equity Awards at September 30, 2019
The
following table discloses outstanding shares, stock option awards
and warrants held by each of the Named Executive Officers as of
September 30, 2019:
Outstanding Equity Awards at Fiscal Year-End 2019
|
Name
|
Number of securities underlying unexercised options (#)
exercisable
|
Number of securities underlying unexercised options (#)
unexercisable
|
Equity incentive plan awards: Number of underlying unexercised
unearned options (#)
|
Option exercise price
($)(1)
|
Option
expiration
date
|
Number of shares or units of stock that have not vested
(#)
|
Market value of shares or units of stock that have not vested
($)
|
Equity incentive plan awards: Number of Unearned shares, units or
other rights that have not vested (#)
|
Equity incentive plan awards: Market or Payout value of unearned
shares, units or other rights that have not vested ($)
|
|
Guy
Dubois
|
2,385
|
-
|
-
|
$1.24
|
3/21/2022
|
-
|
-
|
-
|
-
|
|
|
64,665
|
-
|
-
|
$1.24
|
4/14/2022
|
-
|
-
|
-
|
-
|
|
|
4,083
|
-
|
-
|
$1.24
|
6/30/2022
|
-
|
-
|
-
|
-
|
|
|
2,280
|
-
|
-
|
$1.24
|
9/30/2022
|
-
|
-
|
-
|
-
|
|
|
2,344
|
-
|
-
|
$1.24
|
12/31/2023
|
-
|
-
|
-
|
-
|
|
|
2,432
|
-
|
-
|
$1.24
|
3/31/2023
|
-
|
-
|
-
|
-
|
|
|
51,576
|
-
|
-
|
$1.24
|
6/02/2023
|
-
|
|
-
|
-
|
|
|
2,647
|
-
|
-
|
$1.24
|
6/30/2023
|
-
|
-
|
-
|
-
|
|
|
14,988
|
-
|
-
|
$1.24
|
1/27/2022
|
-
|
-
|
-
|
-
|
|
|
8,868
|
-
|
-
|
$1.24
|
4/20/2022
|
-
|
-
|
-
|
-
|
|
|
113,310
|
-
|
-
|
$1.24
|
8/14/2022
|
-
|
-
|
-
|
-
|
|
|
8,571
|
-
|
-
|
$1.24
|
9/30/2022
|
-
|
-
|
-
|
-
|
|
|
12,676
|
-
|
-
|
$1.24
|
10/14/2022
|
-
|
-
|
-
|
-
|
|
|
15,126
|
-
|
-
|
$1.24
|
1/15/2023
|
-
|
-
|
-
|
-
|
|
|
14,286
|
-
|
-
|
$1.24
|
3/31/2023
|
-
|
-
|
-
|
-
|
|
|
18,000
|
-
|
-
|
$1.24
|
6/30/2023
|
-
|
-
|
-
|
-
|
|
Peter
Poli
|
100,000
|
-
|
-
|
$1.24
|
1/1/2022
|
-
|
-
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
-
|
50,000(2)
|
$52,500
|
|
|
|
Derek
Cassell
|
-
|
-
|
-
|
-
|
-
|
100,000(2)
|
$105,000
|
-
|
-
|
(1)
On
November 30, 2017, the Board of Directors approved the repricing of
the exercise price of all outstanding stock options and warrants
held by the Company’s officers and directors on such date. As
such, all of the stock options reported in this table that were
outstanding at November 30, 2017 have an exercise price of $1.24,
the closing price of the Company’s Common Stock as reported
by the OTCQX Marketplace on November 30, 2017.
(2)
Such
shares vested on January 1, 2020, subsequent to the year ended
September 30, 2019.
Director Compensation
During the fiscal year ended September 30, 2019,
each of our non-employee directors received $25,000 per quarter for
serving on the Board of Directors, which fees were
payable in
cash. The members of the Board
of Directors are also eligible for reimbursement of their expenses
incurred in attending Board meetings in accordance with our
policies.
The
following table sets forth the compensation awarded to, earned by,
or paid to each non-employee director having served during the
fiscal year ended September 30, 2019:
|
|
Stock Awards
|
Warrant Awards
|
Cash
|
Total Fees Earned
|
|
Name
|
($)
|
($)
|
($)
|
($)
|
|
|
|
|
|
|
|
Guy Dubois
|
$-
|
$-
|
$100,000
|
$100,000
|
|
Karen Macleod
|
$-
|
$-
|
$100,000
|
$100,000
|
|
Karim Sehnaoui
|
$-
|
$-
|
$100,000
|
$100,000
|
Director
Warrants
The following table lists the warrants to purchase shares of common
stock held by each of our non-employee directors as of January 28,
2020, all of which were granted in connection with their services
as directors:
|
Name
|
Grant
Date
|
Expiration
Date
|
Exercise
price
|
Number
of Warrants
|
Compensation
expense
|
|
|
|
|
|
|
|
|
Guy
Dubois (1)
|
3/22/13
|
3/21/22
|
$1.24
|
2,385
|
$11,682
|
|
|
4/16/13
|
4/14/22
|
$1.24
|
64,665
|
$285,003
|
|
|
7/1/13
|
6/30/22
|
$1.24
|
4,083
|
$23,640
|
|
|
10/1/13
|
9/30/22
|
$1.24
|
2,280
|
$17,982
|
|
|
1/2/14
|
12/31/23
|
$1.24
|
2,344
|
$12,014
|
|
|
4/1/14
|
3/31/23
|
$1.24
|
2,432
|
$8,684
|
|
|
6/3/14
|
6/02/23
|
$1.24
|
51,576
|
$300,326
|
|
|
7/1/14
|
6/30/23
|
$1.24
|
2,647
|
$7,270
|
|
|
1/27/14
|
1/27/22
|
$1.24
|
14,988
|
$61,918
|
|
|
4/20/15
|
4/20/22
|
$1.24
|
8,868
|
$27,464
|
|
|
8/14/15
|
8/14/22
|
$1.24
|
113,310
|
$300,000
|
|
|
10/1/15
|
9/30/22
|
$1.24
|
8,571
|
$25,114
|
|
|
10/15/15
|
10/14/22
|
$1.24
|
12,676
|
$25,859
|
|
|
1/15/16
|
1/15/23
|
$1.24
|
15,126
|
$45,008
|
|
|
4/1/16
|
3/31/23
|
$1.24
|
14,286
|
$47,572
|
|
|
7/1/16
|
6/30/23
|
$1.24
|
18,000
|
$53,454
|
|
Karen
Macleod
|
7/1/16
|
6/30/23
|
$1.24
|
9,000
|
$37,154
|
|
|
9/30/16
|
9/30/21
|
$1.15
|
3,529
|
$15,000
|
|
|
10/1/16
|
9/30/21
|
$1.15
|
5,882
|
$25,000
|
|
|
1/1/17
|
12/31/21
|
$1.15
|
9,191
|
$25,000
|
|
|
4/1/17
|
3/31/22
|
$1.15
|
12,195
|
$25,000
|
(1)
Mr.
Dubois served as the Company’s Chief Executive Officer from
September 2016 until December 31, 2017. Effective January 1, 2018
he resigned from such position but continues to serve as Chair of
the Board.
Compensation Risks Assessment
As
required by rules adopted by the SEC, management has assessed our
compensation policies and practices with respect to all employees
to determine whether risks arising from those policies and
practices are reasonably likely to have a material adverse effect
on us. In doing so, management considered various features and
elements of the compensation policies and practices that discourage
excessive or unnecessary risk taking. As a result of the
assessment, we have determined that our compensation policies and
practices do not create risks that are reasonably likely to have
material adverse effects.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
Security Ownership of Certain Beneficial Owners
The following table presents information regarding
beneficial ownership as of January 28, 2020 (the “Table Date”), of our common stock by (i) each
stockholder known to us to be the beneficial owner of more than
five percent of our common stock; (ii) each of our Named Executive
Officers serving as of the Table Date; (iii) each of our directors
serving as of the Table Date; and (iv) all of our executive
officers and directors as a group.
We
have determined beneficial ownership in accordance with the rules
of the SEC. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the persons
and entities named in the table below have sole voting and
dispositive power with respect to all securities they beneficially
own. As of the Table Date, the applicable percentage ownership
is based on 11,414,150 shares of our common stock issued
and outstanding.
Beneficial
ownership representing less than one percent of the issued and
outstanding shares of a class is denoted with an asterisk
(“*”). Holders of common stock are entitled
to one vote per share.
|
Name and Address of
|
Common Stock
|
|
|
Beneficial Owner
(1)
|
Shares
|
%
|
|
|
|
|
|
5% Beneficial Owners:
|
|
|
|
ETS Limited
(2)
|
4,871,745
|
43%
|
|
Safety Invest S.A., Compartment Secure
I
(3)
|
1,740,697
|
15%
|
|
Conrent Invest S.A.(4)
|
500,000
|
4%
|
|
|
|
|
|
Directors and Named Executive Officers:
|
|
|
|
Guy Dubois (5)
|
653,568
|
6%
|
|
Karen Macleod (6)
|
94,939
|
1%
|
|
Karim Sehnaoui
(7)
|
14,021
|
0%
|
|
Derek Cassell
(8)
|
317,209
|
3%
|
|
Peter Poli (9)
|
233,640
|
2%
|
|
All
directors and executive officers as a group
(5
persons)
|
1,313,377
|
12%
|
(1)
Except
as otherwise indicated, the business address for these beneficial
owners is c/o the Company, 200 E. 5th Avenue, Suite 100,
Naperville, Illinois 60563.
(2)
Address
is c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94
Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108,
Cayman Islands. Holding information is based on Amendment No. 2 to
Schedule 13D filed by ADS Securities LLC on February 9,
2018.
(3)
Secure I is a compartment of Safety Invest S.A.
(“ Safety”), a company established under the
Luxembourg Securitization Law and incorporated as a
“société anonyme” under the laws of the Grand
Duchy of Luxembourg whose principal business is to enter into one
or more securitization transactions. Holding information is based
on Schedule 13D filed on March 20, 2019.
(4)
Address is 283, Route d’Arlon L-8011
Strassen R.C.S. Luxembourg B 170.360. Holding information is based
on an information supplied by Conrent Invest SA on January 6,
2020.
(5)
Holdings
consist of 315,331 shares of common stock owned of record and
338,237 shares of common stock issuable upon exercise of stock
purchase warrants.
(6)
Holdings
includes 55,142 shares of Common Stock owned of record and 39,797
shares of Common Stock issuable upon exercise of stock purchase
warrants.
(7)
Holdings
include 14,021 shares of Common Stock owned of record.
(8)
Holdings
include 317,209 shares of common stock owned of
record.
(9)
Holdings
consist of 133,640 shares of common stock and 100,000 shares of
common stock issuable upon exercise of stock purchase
warrants.
Securities
Authorized for Issuance Under Equity Compensation
Plans
The
following table provides information as of September 30, 2019
regarding equity compensation plans approved by our security
holders and equity compensation plans that have not been approved
by our security holders:
|
Plan category
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights
|
Weighted-average exercise price of outstanding options,
warrants and rights
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in first
column)
|
|
Equity
compensation plans approved by security holders
|
616,655(1)
|
$1.61
|
27,218(2)
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
68,604
|
1.15
|
-
|
|
|
|
|
|
|
Total
|
685,259
|
$1.56
|
27,218
|
|
(1)
|
Consists of shares of our common stock issuable upon exercise of
outstanding options issued under the 2012 Plan.
|
|
|
|
|
(2)
|
Consists of shares of our common stock reserved for future issuance
under the 2012 Plan.
|
|
|
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Related-Party Loan Agreements
Amended and Restated Facility Agreement and Debt Exchange Agreement
with Conrent Invest, S.A. On July 14, 2015, the
Company entered into an Amended and Restated Facility Agreement
(the “Amended
Facility Agreement”) with Conrent
Invest S.A., a public limited liability company incorporated under
the laws of the Grand Duchy of Luxembourg
(“Conrent”),
pursuant to which the Company may borrow up to $29.4 million of
unsecured debt, which accrues interest at a rate of 8% per annum
and matures on July 31, 2018. The Amended Facility Agreement also
provides the Company with a voluntary prepayment option, wherein
the Company may pay the amounts borrowed under the debt facility,
including all accrued but unpaid interest, prior to the maturity
date without any penalty or prepayment fee.
On October 9, 2017, the
Company entered into a Debt Exchange Agreement with Conrent
regarding total debt and unpaid interest of approximately $34.7
million due under the Amended Facility Agreement as of October 31,
2017 (the “Debt”)
(the “Debt
Exchange”). The Debt
Exchange called for the Company to exchange newly issued shares of
preferred stock for the entire Debt subject to approval by the
investors who purchased securities from Conrent to finance the Debt
(the “Noteholders”).
On November 2, 2017, Conrent convened a meeting of the Noteholders
to approve the Debt Exchange; however, the quorum required to
approve the Debt Exchange was not achieved.
On February 26, 2018, the Company proposed that
the maturity date of the Amended Facility Agreement be extended
from July 31, 2018 to April 1, 2019. On April 26, 2018, the
Noteholders approved the extension of the Facility Agreement from
July 31, 2018 to April 1, 2019, subject to the satisfaction of
certain conditions (the “Debt
Extension”). On June 14,
2018, the Company received a letter from Conrent acknowledging that
certain conditions had been met, and indicating that Conrent would
proceed with the Debt Extension.
On July 19, 2018 the
Company and Conrent, amended the facility agreement again, thereby
(i) extending the Maturity Date to the earlier of either April 1,
2019 or the date upon which the Outstanding Principal Amount, as
defined therein, is repaid by the Company, and (ii) provided that
in the event of a Change of Control, as defined therein, Conrent
shall immediately cancel the facility and declare the Outstanding
Principal Amount, together with unpaid interest, immediately due
and payable.
On
November 14, 2018, the Company requested that Conrent further
extend the maturity of the Amended Facility Agreement from April 1,
2019 to April 1, 2020. On December 3, 2018, Conrent agreed to
convene meetings of the Noteholders and subsequently issued a
notice of a meeting of Noteholders for each series of Notes, which
meetings were held on January 16, 2019. Conrent notified the
Company (via telephone), that the Noteholders agreed to extend the
maturity of the Amended Facility Agreement to April 1, 2020,
subject to the signing of a written agreement.
Subsequent to the year ended September 30, 2019,
on December 4, 2019, the
Company requested that Conrent extend the maturity of the Amended
Facility Agreement from April 1, 2020 to July 1, 2021. On
January 6, 2020 the investors
who purchased the securities from Conrent to finance the debt (the
“Noteholders”)
held a meeting and on January 7, 2020, Conrent notified the Company
in writing that the Noteholders agreed to extend the maturity of
the Amended Facility Agreement from April 1, 2020 to July 1, 2021.
On January 10, 2020, the Company and Conrent entered into an
amendment to the Facility Agreement which extends the maturity of
the Facility to July 1, 2021.
Conrent
Loan Agreement. On May 1,
2016, the Company entered into an unsecured Loan Agreement with
Conrent, acting with respect to its Compartment Safety III
(the “Conrent Loan
Agreement”). Pursuant to its terms, available
borrowing capacity under the Conrent Loan Agreement was $5.0
million; however, due to the failure of the lender to satisfy
certain conditions precedent to its obligation to fund, the Company
had not received funds under the Conrent Loan Agreement as of
January 28, 2020, and no proceeds thereunder are
anticipated.
ETS Limited is currently the beneficial owner of
4,871,745 shares of the Company's Common Stock
(“Track Group
Shares”) held by ADS
Securities under an agreement dated September 28, 2017, pursuant to
which ADS Securities transferred all of the Track Group Shares to
ETS Limited in exchange for all of the outstanding shares of ETS
Limited.
In
the fiscal year ended September 30, 2018, the Company paid $60,000
to Tetra House Pte. Ltd. for services. Our Chair, Mr. Dubois, is
the founder and Chairman of Tetra House Pte. Ltd.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND
SERVICES
|
During
the years ended September 30, 2019 and 2018, Eide Bailly
served as our independent registered public accounting firm. The
following table presents approximate aggregate fees and other
expenses for professional services rendered by Eide Bailly, our
independent registered public accounting firm, for the audit of the
Company’s annual financial statements for the years ended
September 30, 2019 and 2018 and fees and other expenses for other
services rendered during those periods.
|
|
2019
|
2018
|
|
|
|
|
|
Audit Fees
(1)
|
$187,823
|
$174,179
|
|
Audit-Related Fees
(2)
|
$8,764
|
$6,862
|
|
Tax Fees
(3)
|
$22,738
|
$20,200
|
|
All Other Fees (4)
|
$10,500
|
$28,400
|
|
Total
|
$229,825
|
$229,641
|
|
(1)
|
Audit services in 2019 and 2018 consisted of the audit of our
annual consolidated financial statements, and other services
related to filings and registration statements filed by us and our
subsidiaries, and other pertinent matters. Eide Bailly has served
as our independent registered public accounting firm since
September 24, 2013.
|
|
(2)
|
Audit-related fees consisted of travel costs related to our annual
audit.
|
|
(3)
|
For
permissible professional services related to income tax return
preparation and compliance.
|
|
(4)
|
All
other fees are related to the preparation of the Company’s
Affordable Care Act forms and examination of the 401(k) financial
statements.
|
Audit Committee Pre-Approval Policies and Procedures
Prior
to May 31, 2018, our former Audit Committee had, and subsequent to
such date our entire Board has, established pre-approval policies
and procedures, pursuant to which the Audit Committee approved the
foregoing audit and permissible non-audit services provided by Eide
Bailly in fiscal 2018 and the full Board approved the foregoing
audit and permissible non-audit services provided by Eide Bailly in
fiscal 2019. Such procedures govern the ways in which the Audit
Committee pre-approved, and the full Board now pre-approves, audit
and various categories of non-audit services that the auditor
provides to the Company. Services that have not received
pre-approval must receive specific approval of the full Board for
fiscal 2019.
Auditor Independence
Our
Audit Committee and the full Board considered that the work done
for us in fiscal year 2018 and 2019, respectively, by Eide
Bailly was compatible with maintaining Eide Bailly’s
independence.
Report of the Audit Committee of the Board of
Directors
Date:
January 9, 2020
The full Board, serving in the capacity of the
Company’s Audit Committee, has reviewed and discussed with
management and Eide Bailly,
LLP, our independent registered
public accounting firm, the audited consolidated financial
statements in the Track Group, Inc. Annual Report on Form
10-K for the year ended September 30, 2019. The Board has also
discussed with Eide Bailly, LLP
those matters required to be discussed
by Public Company Accounting Oversight Board
(“PCAOB”) Auditing Standard No.
61.
Eide Bailly, LLP
also provided the Board with the
written disclosures and the letter required by the applicable
requirements of the PCAOB regarding the independent auditor’s
communication with the Board concerning independence. The Board has
discussed with the registered public accounting firm their
independence from our Company.
Based
on its discussions with management and the registered public
accounting firm, and its review of the representations and
information provided by management and the registered public
accounting firm, including as set forth above, the Board determined
that the audited financial statements should be included in our
Annual Report on Form 10-K for the year ended September 30,
2019.
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Respectfully Submitted,
Karen Macleod, Committee Chair
Guy
Dubois
Karim Sehnaoui
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The information contained above under the caption
“Report of the Audit Committee
of the Board of Directors” shall not be deemed to be soliciting
material or to be filed with the SEC, nor shall such information be
incorporated by reference into any future filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except to the extent that we specifically
incorporate it by reference into such filing.
PART
IV
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)
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The following documents are filed as part of this Annual
Report:
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Articles
of Transfer of Track Group, Inc., a Utah corporation,
dated August 5, 2016 (previously filed on August 9, 2016
as Exhibit 3(i)(3) to the Form 10-Q for the quarter ended June 30,
2016).
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Certificate
of Conversion Converting Track Group, Inc., a Utah corporation, to
Track Group, Inc., a Delaware corporation, dated August 5, 2016
(previously filed on August 9, 2016 as Exhibit 3(i)(4) to the Form
10-Q for the quarter ended June 30, 2016).
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Certificate
of Incorporation of Track Group, Inc., a Delaware corporation
(previously filed on August 9, 2016 as Exhibit 3(i)(5) to the Form
10-Q for the quarter ended June 30, 2016).
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Certificate
of Designation of the Relative Rights and Preferences of the Series
A Convertible Preferred Stock, dated October 12, 2017 (previously
filed as Exhibit 3.1 to our Current Report on Form 8-K, filed on
October 13, 2017).
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Bylaws
of Track Group, Inc., a Delaware corporation (previously filed on
August 9, 2016 as Exhibit 3(ii)(2) to the Form 10-Q for the quarter
ended June 30, 2016).
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2006
Equity Incentive Award Plan (previously filed in August 2006 as an
Exhibit to the Form 10- Q for the nine months ended June 30,
2006).
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2012
Equity Incentive Award Plan (previously filed as Exhibit to
Definitive Proxy Statement, filed October 25, 2011, and amended in
accordance with the Company’s Definitive Proxy Statement,
filed April 9, 2015).
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Amended
and Restated Facility Agreement, dated June 30, 2015, by and
between Track Group, Inc. and Conrent Invest S.A, acting on behalf
of its compartment “Safety 2” (incorporated by
reference to our Current Report on Form 8-K, filed on July 15,
2015).
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Loan
Agreement between Sapinda Asia Limited and Track Group, Inc., dated
September 14, 2015 (incorporated by reference to our Current Report
on Form 8-K, filed on September 28, 2015).
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Loan
Agreement, by and between Conrent Invest S.A., acting with respect
to its Compartment Safety III, and Track Group, Inc., dated May 1,
2016 (previously filed in August 2016 as an Exhibit to the Form
10-Q for the nine months ended June 30, 2016).
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Employment
agreement, by and between Track Group Inc. and Peter Poli, dated
December 12, 2016 (incorporated by reference to our Current Report
on Form 8-K, filed December 16, 2016).
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Employment
Agreement by and between Track Group, Inc. and Derek Cassell dated,
December 1, 2016 (incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q, filed February 14,
2017).
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Services
Agreement, dated December 7, 2016 (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed February
14, 2017).
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Amendment
No. 1 to Employment Agreement by and between Track Group Inc. and
Derek Cassell, dated February 13, 2017 (incorporated by reference
to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed
February 14, 2017).
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Amendment
No. 1 to Loan Agreement between Sapinda Asia Limited and Track
Group, Inc., dated March 13, 2017 (incorporated by reference to our
Current Report on Form 8-K, filed on March 20, 2017).
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Debt
Exchange Agreement between Track Group, Inc. and Conrent Invest
S.A., dated October 9, 2017 (incorporated by reference to our
Current Report on Form 8-K, filed on October 13,
2017).
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Amendment
No. 1 to Employment Agreement by and between Track Group, Inc. and
Peter K. Poli dated, January 3, 2018 (incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K, filed January 5,
2018).
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Amendment
No. 2 to Employment Agreement by and between Track Group Inc. and
Derek Cassell, dated January 3, 2018 (incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K, filed January 5,
2018).
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Monitoring
Services Agreement by and between Track Group, Inc. and Marion
County Community Corrections Agency, dated December 18, 2017
(incorporated by reference to Exhibit 10.1 to our Quarterly Report
on Form 10-Q, filed February 8, 2018).
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Monitoring
Services Agreement by and between Track Group, Inc. and Gendarmeria
of Chile, dated January 18, 2018 (incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed May 11,
2018).
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Amendment
Agreement by and between Track Group, Inc. and Conrent Invest S.A.,
dated July 19, 2018 (incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K, filed July 19, 2018).
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Code
of Business Conduct & Ethics (incorporated by reference to our
Annual Report on Form 10-K, filed December 19, 2017).
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List
of Subsidiaries of the Registrant.
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31.1
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Certification
of Chief Executive Officer under Section 302 of Sarbanes-Oxley Act
of 2002 (filed herewith).
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31.2
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Certification
of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act
of 2002 (filed herewith).
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32
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Certifications
under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350) (filed herewith).
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101.INS
*
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XBRL
INSTANCE DOCUMENT
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101.SCH
*
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XBRL
TAXONOMY EXTENSION SCHEMA
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101.CAL
*
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XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE
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101.DEF
*
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XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE
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101.LAB
*
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XBRL
TAXONOMY EXTENSION LABEL LINKBASE
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101.PRE *
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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
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* Previously filed in 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.
Track Group, Inc.
By: /s/ Derek
Cassell
Derek Cassell (Chief Executive Officer)
Date: January 28, 2020
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