UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1) 

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-00643

 

Corning Natural Gas Holding Corporation

(Exact name of registrant as specified in its charter)

 

New York   46-3235589

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

Identification no.)

 

330 W. William St.

Corning, New York 14830

(Address of principal executive offices, including zip code)

 

(607) 936-3755

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange 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 and posted pursuant to Rule 405 of Regulation S-T (Section 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X] Emerging Growth Company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Act). YES [ ] NO [X]

The aggregate market value of the 1,234,434 million shares of the registrant’s common stock held by non-affiliates of the registrant was $19,133,727 at the $15.50 average of bid and asked prices on March 31, 2020.

Number of shares of Common Stock outstanding as of the close of business on December 20, 2020: 3,088,071

DOCUMENTS INCORPORATED BY REFERENCE

In accordance with General Instruction G(3) of Form 10-K, certain information required by Part III will either be incorporated by reference to the definitive proxy statement for Corning Natural Gas Holding Corporation’s Annual Meeting of Shareholders filed within 120 days after September 30, 2020, or will be included in an amendment to this Form 10-K filed within that period.

Information contained in this Form 10-K for fiscal 2020 period which is incorporated by reference contains certain forward looking statements which may be impacted by factors beyond the control of the Company, including but not limited to natural gas supplies, regulatory actions and customer demand. As a result, actual conditions and results may differ from present expectations. See “Cautionary Statement Regarding Forward-Looking Statements” below.

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EXPLANATION OF AMENDMENT

Corning Natural Gas Holding Corporation is filing this Form 10-K/A as Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “Annual Report”), that was filed with the Securities and Exchange Commission on December 21, 2020, for the purpose of adding the signature date of the chief executive officer, the chief financial officer, and members of the Board of Directors, whose signature date of December 21, 2020 was inadvertently omitted from the company’s Form 10-K.

 

This Amendment does not reflect any subsequent events occurring after the original filing date of the Annual Report and does not modify or update in any way disclosures made in the Annual Report except to furnish the signature date of the above referenced individuals.

 

 

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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.

 

 

  CORNING NATURAL GAS HOLDING CORPORATION
   
   
Date: December 21, 2020 /s/ Michael I. German
  Michael I. German
 

President and Chief Executive Officer

   

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: December 21, 2020 /s/ Charles A. Lenns
  Charles A. Lenns, Chief Financial Officer
  (Principal Financial and Accounting Officer)
   
Date: December 21, 2020 /s/ Michael I. German
  Michael I. German, President and Chief Executive Officer and Director
  (Principal Executive Officer)
   
Date: December 21, 2020 *
  Henry B. Cook, Chairman of the Board of Directors
   
Date: December 21, 2020 *
  Ted W. Gibson, Director
   
Date: December 21, 2020 *
  Robert B. Johnston, Director
   
Date: December 21, 2020 *
  Joseph P. Mirabito, Director
   
Date: December 21, 2020 *
  William Mirabito, Director
   
Date: December 21, 2020 *
  George J. Welch, Director
   
Date: December 21, 2020 *
  John B. Williamson III, Director

 

 

*By: /s/ Charles A. Lenns

Charles A. Lenns

Attorney-in-fact

 

 

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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.

 

 

  CORNING NATURAL GAS HOLDING CORPORATION
   
   
Date: December 22, 2020 /s/ Michael I. German
  Michael I. German
 

President and Chief Executive Officer

   

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: December 22, 2020 /s/ Charles A. Lenns
  Charles A. Lenns, Chief Financial Officer
  (Principal Financial and Accounting Officer)
   
Date: December 22, 2020 /s/ Michael I. German
  Michael I. German, President and Chief Executive Officer and Director
  (Principal Executive Officer)
   
Date: December 22, 2020 *
  Henry B. Cook, Chairman of the Board of Directors
   
Date: December 22, 2020 *
  Ted W. Gibson, Director
   
Date: December 22, 2020 *
  Robert B. Johnston, Director
   
Date: December 22, 2020 *
  Joseph P. Mirabito, Director
   
Date: December 22, 2020 *
  William Mirabito, Director
   
Date: December 22, 2020 *
  George J. Welch, Director
   
Date: December 22, 2020 *
  John B. Williamson III, Director

 

 

*By: /s/ Charles A. Lenns

Charles A. Lenns

Attorney-in-fact

 

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