10-K/A - NORD - Equibles

U.S.SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

Form10-K/A

(Amendment No. 1)

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended March 31, 2021

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

Forthe transition period from to

CommissionFile No. 0-28034

EKIMASCorporation

(Name of small business issuer in its charter)

Delaware	04-3186647
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
95Washington Street, Canton, Massachusetts	02021
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(Address<br>of principal executive offices)	(Zip<br>Code)

Issuer’s telephone number (978) 344-2124

Securities registered under Section 12(b) of the Exchange Act:

Common Stock, $.001 par value per share	None
Title<br> of each class	Name<br> of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):

☐<br> Large Accelerated Filer	☐<br> Accelerated Filer
☐ <br> Non-accelerated Filer	☒<br> Smaller reporting company

Indicate by check mark whether the registrant is an 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 12b-2 of the Exchange Act). Yes ☒ No ☐

As of September 22, 2021, there were 28,262,371 shares of the registrant’s Common Stock outstanding. As of September 30, 2020, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (without admitting that such person whose shares are not included in such calculation is an affiliate) was approximately $425,000 based on the last sale price as quoted on the OTC Markets quoting system on such date.

EXPLANATORYPARAGRAPH

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, originally filed on September 22, 2021 (the “Original Filing”). We are filing this Amendment No. 1 to include the information required by Part III and not included in the Original Filing as we did not file a definitive proxy statement within 120 days of our fiscal year ended March 31, 2021. We are also filing currently dated certifications of our Chief Executive Officer (Exhibits 31.1, 31.2, and 32.1), as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

No changes have been made to the Original Filing other than the furnishing of the exhibits as set forth in Item 15 herein. This Amendment No. 1 continues to speak as of the Original Filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way disclosures made in the Form 10-K.

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PARTIII

Item 10.	Directors, Executive Officer and Corporate Governance

EKIMAS Corporation is currently comprised of one director. Our director and named executive officer, his age and position, as well as certain biographical information of this individual, is set forth below. The age of the individual is provided as of September 22, 2021.

Name	Age	Position
Michael<br> F. Adams	65	Director<br> and Chief Executive Officer

There are no family relationships between our director and executive officer.

MichaelF. Adams

Mr. Adams has been our director since May 1999. Mr. Adams was appointed as our President and Chief Executive Officer on August 7, 2006. From April 1, 2006 until August 7, 2006, Mr. Adams was our Vice President of Regulatory Affairs and Business Development. Prior to April 2006, Mr. Adams was the Vice President of PLC Systems, Inc. Prior to joining PLC Systems in September 2000, Mr. Adams was Vice President of Assurance Medical, Inc. Prior to joining Assurance Medical in June 1999, Mr. Adams was the Chief Operating Officer and Vice President of Regulatory Affairs and Quality Assurance of CardioTech from June 1998 to May 1999. From November 1994 through June 1998, Mr. Adams served as the Vice President of Cytyc Corporation. Mr. Adams received a BS from the University of Massachusetts.

Our Board has concluded that Mr. Adams is an appropriate person to represent management on our Board of Directors given his position as our Chief Executive Officer, his tenure with us, which dates back to June 1998, his professional credentials, and his standing in the medical community, including expertise in regulatory and operational matters as they relate to the development, production, marketing and sales of medical devices.

BoardLeadership Structure

On October 9, 2020, Mr. Mark Tauscher notified the Board of Directors that he would be retiring and resigning his position as a member of the Board of Directors effective October 9, 2020. On October 11, 2020, Mr. Michael L. Barretti notified the Board of Directors that he would be retiring and resigning his position as a member of the Board of Directors effective October 11, 2020. On October 13, 2020, Mr. William J. O’Neill, Jr. notified the Board of Directors that he would be retiring and resigning his position as the chairman and member of the Board of Directors effective October 13, 2020. These resignations were not a result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.

On October 14, 2020, the Board appointed Mr. Michael F. Adams, our chief executive officer, to serve as the sole director.

StockholderCommunications with the Board of Directors

Pursuant to procedures set forth in our bylaws, our nominating committee will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of stockholders. To be timely, the notice must be received within the time frame identified in our bylaws. To be in proper form, the notice must, among other matters, include each nominee’s written consent to serve as a director if elected, a description of all arrangements or understandings between the nominating stockholder and each nominee and information about the nominating stockholder and each nominee. These requirements are detailed in our bylaws, which were filed as Appendix D to our definitive proxy statement on Schedule 14A as filed with the SEC on August 30, 2007. A copy of our bylaws will be provided upon written request to the Chief Executive Officer at EKIMAS Corporation, 95 Washington Street, Canton, MA 02021.

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Codeof Conduct and Ethics

We have adopted a Code of Ethics that allows for us to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our chief executive officer and director. A copy of our Code of Ethics will be furnished without charge to any person upon written request. Requests should be sent to: Chief Executive Officer, EKIMAS Corporation, 95 Washington Street, Canton, MA 02021.

Section16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Based solely on a review of copies of such forms submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis in fiscal 2021.

CorporateGovernance and Guidelines

Our Board of Directors has long believed that good corporate governance is important to ensure that we manage our company for the long-term benefit of stockholders. During the past year, our Board of Directors has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002 and recently revised SEC rules and regulations. We intend to implement internal corporate governance guidelines and practices and will make such guidelines and practices available on its website at www.rocketfuelblockchain.com, when implemented.

Committeesof the Board of Directors

We currently have no separate audit, compensation, or nominating committees. The entire Board oversees our (i) audits and auditing procedures; (ii) compensation philosophies and objectives, establishment of remuneration levels for our executive officer, and implementation of our incentive programs; and (iii) identification of individuals qualified to become Board members and recommendation to our shareholders of persons to be nominated for election as directors.

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| --- | | Item 11. | Executive Compensation | | --- | --- |

SummaryCompensation Table

The following table provides information concerning compensation for services rendered to us in all capacities for the fiscal years ended March 31, 2021 and 2020 by our named executive officer and former named executive officer.

Named Executive Officer	Fiscal Year
Michael F. Adams<br> President & Chief Executive Officer	2021	(1)
	2020	(1)
Former Named Executive Officer
Khristine L. Carroll <br> Executive Vice President – Commercial Operations	2021
	2020	(2)

All values are in US Dollars.

(1)	Effective<br> February 1, 2020, Mr. Adams was engaged as our chief executive officer on a consultative basis. All other compensation represents<br> the consulting fees earned by Mr. Adams during the fiscal year ended March 31, 2021.
(1)	All<br> other compensation of Mr. Adams is composed of approximately i) $18,000 for premiums paid by us for medical and dental insurance,<br> and ii) $2,000 in premiums paid by us for disability and life insurance during the fiscal year ended March 31, 2020. All other compensation<br> also included a $650,000 change in control payment resulting from the Asset Sale having a closing date of January 31, 2020. The change<br> in control payment was made in February 2020.
(2)	All<br> other compensation of Ms. Carroll is composed of approximately i) $17,000 for premiums paid by us for medical and dental insurance,<br> ii) $2,000 in premiums paid by us for disability and life insurance and iii) $3,000 for 401k matching contributions during the fiscal<br> year ended March 31, 2020.

(1)

Effective February 1, 2020, Mr. Adams was engaged as our chief executive officer on a consultative basis. All other compensation represents the consulting fees earned by Mr. Adams during the fiscal year ended March 31, 2021.

(1)

All other compensation of Mr. Adams is composed of approximately i) $18,000 for premiums paid by us for medical and dental insurance, and ii) $2,000 in premiums paid by us for disability and life insurance during the fiscal year ended March 31, 2020. All other compensation also included a $650,000 change in control payment resulting from the Asset Sale having a closing date of January 31, 2020. The change in control payment was made in February 2020.

(2)

All other compensation of Ms. Carroll is composed of approximately i) $17,000 for premiums paid by us for medical and dental insurance, ii) $2,000 in premiums paid by us for disability and life insurance and iii) $3,000 for 401k matching contributions during the fiscal year ended March 31, 2020.

EmploymentAgreements and Change in Control Provision

We entered into an employment agreement with Michael F. Adams on September 13, 2006, effective August 7, 2006 (the “Adams Agreement”).

The Adams Agreement provided for Mr. Adams to serve as our President & Chief Executive Officer. Pursuant to the terms of the Adams Agreement, as amended on July 10, 2007, Mr. Adams’ annual base salary was initially set at $290,000, effective April 1, 2007. The Adams Agreement provided for Mr. Adams’ salary to be reviewed annually by the Board of Directors and the opportunity to receive an annual bonus payment in an amount, if any, to be determined by the Compensation Committee of the Board. In May 2010, the Compensation Committee of the Board of Directors approved an increase in Mr. Adams’ annual base salary to $320,000, retroactive to April 1, 2010. In August 2019, the Compensation Committee of the Board of Directors approved an increase in Mr. Adams’ annual base salary to $325,000. In December 2019, the Board of Directors approved a bonus to be awarded to Mr. Adams in the approximate amount of $151,000.

The Adams Agreement provided for, among several normal and customary terms and conditions for employment agreements, a change in control provision in the event of certain occurrences, including but not limited to, our entering into an agreement for the sale or disposition by us of all or substantially all of our assets. Given that the Asset Sale qualified as a change in control as set forth in the Adams Agreement, Mr. Adams was eligible for a change in control payment of $650,000, which payment was made in February 2020. Although Mr. Adams’ employment agreement was terminated on January 31, 2020, the Asset Sale closing date, as provided for in the Adams Agreement, Mr. Adams continued as tour chief executive officer and sole director pursuant to a consulting agreement agreed to by the then members of the Board of Directors.

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OutstandingEquity Awards at 2021 Fiscal Year-End

None.

2021Option Exercises and Stock Vested

None

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the beneficial ownership of shares of our common stock, as of September 22, 2021, of (i) each person known by us to beneficially own five percent (5%) or more of such shares; (ii) each of our directors and current executive officer named in the Summary Compensation Table; and (iii) our current executive officer and directors as a group. Except as otherwise indicated, all shares are beneficially owned, and the persons named as owners hold investment and voting power.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Under this rule, certain shares may be deemed to be beneficially owned by more than one person, if, for example, persons share the power to vote or the power to dispose of the shares. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares, for example, upon exercise of an option or warrant, within 60 days of September 22, 2021. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person, and only such person, by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

Name and Address of Beneficial Owner (1)	Amount and<br> Nature of<br> Beneficial<br> Ownership
Michael F. Adams		3,255,317	11.5	%
Current executive officer and director as a group (1 person)		3,255,317	11.5	%
(1)	Unless<br> otherwise indicated, the business address of the stockholders named in the table above is EKIMAS Corporation, Inc. 95 Washington<br> Street, Canton, MA 02021.
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(2)	Based<br> on 28,262,371 outstanding shares as of September 22, 2021.
Item 13.	Certain Relationships and Related Transactions, and Director Independence
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Effective February 1,, 2020, Mr. Adams, served as our chief executive officer as a non-employee consultant and he is also holder of approximately 11.5% of our outstanding common stock. During the fiscal year ended March 31, 2021, Mr. Adams earned approximately $76,000 in consulting fees and was reimbursed approximately $29,000 for office expenses and car allowance. As of March 31, 2021, there was approximately $17,000 payable to Mr. Adams in consideration of his consulting services and reimbursable expense and allowances.

Independenceof the Board of Directors

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” Our Board is currently composed of our chief executive officer.

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BoardAttendance

The Board did not meet during the fiscal year ended March 31, 2021.

Committeesof the Board of Directors

Directors’Compensation

We did not provide any Board compensation during the fiscal year ended March 31, 2021.

Item 14.	Principal Accounting Fees and Services

The following is a summary of the fees billed to us by RBSM LLP, our independent registered public accounting firm, for professional services rendered during the fiscal year ended March 31, 2021 and 2020.

Fee Category	Years Ended March 31,
(in thousands)	2021		2020
Audit fees	$	20	$	38
Other audit related fees		-		-
Tax fees		-		3
Total fees	$	20	$	49

We did not incur any fees related to audits from Liggett & Webb, P.A. during the fiscal year ended March 31, 2021.

AuditFees. This category consists of fees billed for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports and other professional services provided in connection with regulatory filings.

OtherAudit Related Fees. This category consists of fees billed for professional services rendered for services other than those described herein as Audit Fees or Tax Fees.

TaxFees. This category consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance and acquisitions.

Pre-ApprovalPolicies and Procedures. The Board of Directors has the authority to approve all audit and non-audit services that are to be performed by our independent registered public accounting firm. Generally, we may not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Board of Directors (or a properly delegated subcommittee thereof).

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PARTIV

Item 15.	Exhibits, Financial Statement Schedules

The following are filed as part of this Form 10-K/A:

(1)	Not<br> applicable.
(2)	Exhibits
Exhibit Number:	Exhibit Title:
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31.1*	Certification of Principal Executive Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial and Accounting Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive, Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*	Filed<br> herewith.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:<br> September 22, 2021	EKIMAS Corporation
	By:	/s/ Michael F. Adams
		Michael<br> F. Adams<br><br> <br>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.

Dated:<br> September 22, 2021	/s/ Michael F. Adams
	Michael<br> F. Adams<br><br> <br>Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer)

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Exhibit31.1

CERTIFICATION

I, Michael F. Adams, hereby certify that:

1. I have reviewed this Amendment to the Annual Report on Form 10-K/A of EKIMAS Corporation (the “Company”);

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;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:<br> September 22, 2021
/s/ Michael F. Adams
Michael<br> F. Adams
Chief<br> Executive Officer
(Principal Executive Officer)

Exhibit31.2

CERTIFICATION

I, Michael F. Adams, hereby certify that:

1. I have reviewed this Amendment No.1 to the Annual Report on Form 10-K/A of EKIMAS Corporation (the “Company”);

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:<br> September 22, 2021
/s/ Michael F. Adams
Michael<br> F. Adams
Chief<br> Executive Officer
(Principal Financial and Accounting Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to the Annual Report of EKIMAS Corporation, a Delaware corporation (the “Company”), on Form 10-K/A for the fiscal year ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael F. Adams, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
Date:<br> September 22, 2021
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/s/ Michael F. Adams
Michael<br> F. Adams
Chief<br> Executive Officer
(Principal Financial and Accounting Officer)

This certification accompanies each report of the Company on Form 10-Q and Form 10-K pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by §906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.