Quarterly report pursuant to Section 13 or 15(d)

Insider Trading Arrangements

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Insider Trading Arrangements
 3 Months Ended 6 Months Ended
May 31, 2024
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May 31, 2024
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Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

ITEM 5.

OTHER INFORMATION.

 

Insider Adoption or Termination of Trading Arrangements:

 

During the fiscal quarter ended May 31, 2024 none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

 

Name & Title

Date Adopted

Character of Trading Arrangement(2)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Duration(3)

Other Material Terms

Date Terminated

Northeast Industrial Partners LLP (1)

April 8, 2024

Rule 10b5-1 Trading Arrangement

Up to 100,000shares to be Sold

December 31, 2024

N/A

N/A

 

 

1.

Bryan Ganz, Chief Executive Officer and a director of the Company is an indirect holder of shares held by Northeast Industrial Partners LLC  (“NEIP” or “Seller”) , disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
 

2.

The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended, and complied with the then applicable requirements of Rule 10b5-1(c) when adopted on April 8, 2024.
 

3.

Except as indicated by footnote and unless terminated or suspended, the Trading Arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. The Trading Arrangement only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. The Trading Arrangement also provides for automatic expiration on the date on which the broker receives notice of the death of Seller or of the commencement of any proceedings in respect of or triggered by Seller's bankruptcy or insolvency.

 

Departure and Appointment of Officers

 

On June 24, 2024, the Company announced that David North, its Chief Financial Officer ("CFO"), would retire effective July 15, 2024.  The Company has appointed Lauri Kearnes as CFO, effective July 15, 2024.  Ms. Kearnes is working with the Company to ensure a smooth transition.  Mr. North's decision was not caused by any disagreement with the Company, and the Company and Mr. North have entered into a consulting agreement pursuant to which Mr. North will provide consulting services to the Company following his retirement. 

 

 
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Rule 10b5-1 Arrangement Adopted [Flag] true  
Trading Arrangement Adoption Date April 8, 2024  
Trading Arrangement, Securities Aggregate Available Amount 100,000 100,000
Trading Arrangement Expiration Date December 31, 2024  
Trading Arrangement, Individual Name Bryan Ganz  
Trading Arrangement, Individual Title Chief Executive Officer