8-K
INTERLINK ELECTRONICS INC (LINK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 10, 2021
INTERLINKELECTRONICS**, INC.**
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-21858 | 77-0056625 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| 1 Jenner, Suite 200 | ||
| --- | --- | |
| Irvine, California | 92618 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(805) 484-8855
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers. |
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Effective February 10, 2021, our board of directors increased the size of the board from three to four directors, and appointed Maria N. Fregosi (age 55) as a director to fill the vacancy created upon the expansion in the size of the board. Ms. Fregosi also was appointed to each of the board’s audit committee, compensation committee, and nominating and corporate governance committee.
Ms. Fregosi is Chief Investment Officer of Home Point Capital Inc. (NASDAQ:HMPT), a leading residential mortgage originator and servicer, where she is responsible for managing and monitoring the company’s investments. Ms. Fregosi is a founding member of Home Point Capital, and previously served as its Chief Financial Officer from 2018 to 2020 as well as its Chief Strategy Officer and Chief Capital Markets Officer from 2015 to 2018. Ms. Fregosi has served as a member of the Board of Home Point Mortgage Acceptance Corp. since 2020. Prior to joining Home Point Capital, Ms. Fregosi served as Chief Capital Markets Officer for Hamilton Group Funding, a retail mortgage loan originator. In addition, Ms. Fregosi served as the Chief Operating Officer and Chief Compliance Officer of Catalyst Financial, a full-service value-based investment banking firm, and simultaneously the Chief Operating Officer for BKF Capital Group, a publicly traded investment company founded by Steven Bronson, our Chief Executive Officer. Ms. Fregosi also served as Chief Operating Officer and Chief Financial Officer of Client First Settlement Funding, a boutique specialty finance company, and as an Executive Vice President at ABN AMRO Bank. Ms. Fregosi holds a Master of Business Administration in Finance from the University of Rochester’s Simon School and is a Summa Cum Laude graduate with a Bachelor of Arts in Economics from SUNY Buffalo State College.
In accordance with our non-employee director compensation policy, for Ms. Fregosi’s service on the board, she will be entitled to receive the following compensation:
| · | Annual Retainer - an annual retainer of $10,000 in cash, payable quarterly; |
|---|---|
| · | Initial Equity Award – an initial award of shares of our common stock with a grant date fair value equal to $5,000, which<br>award will be immediately vested; and |
| --- | --- |
| · | Annual Equity Award -- on July 15 of each calendar year, an annual award of shares of our common stock with a grant date fair<br>value equal to $5,000, which award will be immediately vested. |
| --- | --- |
Prior to her appointment as a member of our board of directors, Ms. Fregosi did not have any material relationship with us and no such relationship is currently proposed. Ms. Fregosi does not have any family relationships with any of our other directors or executive officers. There are no understandings or arrangements between Ms. Fregosi and any other person pursuant to which Ms. Fregosi was selected as a director.
A press release announcing Ms. Fregosi’s appointment to the board was issued by us on February 10, 2021, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits |
| --- | --- |
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit | |
|---|---|
| Number | Description |
| --- | --- |
| 99.1 | Press Release issued by Interlink Electronics, Inc. dated February 10, 2021. |
| --- | --- |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 11, 2021 | INTERLINK ELECTRONICS, INC. | |
|---|---|---|
| By: | /s/ Ryan J. Hoffman | |
| Ryan J. Hoffman | ||
| Chief Financial Officer |
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Exhibit 99.1
| Investor Relations:<br><br> <br>Steven N. Bronson, CEO & President<br><br> <br>IR@iefsr.com<br><br> <br>805-617-4419 | FOR IMMEDIATE RELEASE |
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Interlink Electronics Appoints Maria Fregosi to Board
Fregosi Brings a Wealth of FinancialExperience to the Company
IRVINE, Calif.—February 10, 2021— Interlink Electronics, Inc. (OTC: LINK), a world-leading trusted advisor and technology partner in the rapidly advancing world of human-machine interface (HMI) devices, sensors, and other cutting-edge technologies, today announced that Maria Fregosi has accepted a seat on the company’s board of directors. Fregosi brings substantial financial expertise to the company.
Fregosi currently serves as Chief Investment Officer of national mortgage lender Homepoint (NASDAQ: HMPT), which she joined as a founding member in 2015. Since she joined Homepoint, the company has grown to a top-10 non-bank mortgage lender, most recently recording $62 billion in funded origination volume in 2020. Prior to her tenure at Homepoint, Fregosi held a number of finance positions at a variety of firms, including Catalyst Financial, BKF Capital Group and ABN AMRO Bank.
“Maria’s background in finance will be invaluable to support our expansion plans through acquisitions and partnerships,” said Steven N. Bronson, chairman, president, and CEO of Interlink Electronics. “I have a deep respect for her business and financial acumen and know she will be a great addition to the board.”
Fregosi earned a Master of Business Administration in finance from the University of Rochester’s Simon School. She graduated summa cum laude with a bachelor of arts in economics from SUNY Buffalo State College.
“It’s thrilling to join Interlink’s board during such an exciting chapter in the company’s storied history,” said Ms. Fregosi. “I look forward to helping the company position itself to maximize growth in the near term and beyond.”
About Interlink Electronics
Interlink Electronics is a world-leading trusted provider of HMI, sensor, and IoT solutions. In addition to standard product offerings, Interlink utilizes its expertise in materials science, manufacturing, firmware, and software to produce in-house system solutions for custom applications. For 35 years, Interlink has led the printed electronics industry in the commercialization of its patented Force Sensing Resistor^®^ technology and has supplied some of the world's top electronics manufacturers with intuitive sensor and interface technologies like the VersaPad and the new VersaPad Plus, which boasts the largest active surface area of any resistive touchpad. It also has a proven track record of supplying technological solutions for mission-critical applications in a diverse range of markets—including medical, automotive, consumer electronics, telecommunications, and industrial control—providing standard and custom designed sensors that give engineers the flexibility and functionally they seek in today's sophisticated electronic devices. Interlink serves an international customer base from its headquarters in Irvine, Calif., and pending world-class materials science lab and R&D center in Camarillo, Calif. They are supported by strategic global locations covering manufacturing, distribution, and sales support. For more information, please visit InterlinkElectronics.com.