8-K
BLOOMIA HOLDINGS, INC. (TULP)
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
| February 27, 2020 | ||
|---|---|---|
| Date of<br>Report (Date of Earliest Event Reported) | ||
| Insignia Systems, Inc. | ||
| --- | ||
| (Exact<br>Name of Registrant as Specified in its Charter) | ||
| Minnesota | 001-13471 | 41-1656308 |
| --- | --- | --- |
| (State<br>of Incorporation) | (Commission<br>File Number) | (I.R.S.<br>Employer Identification No.) |
| 8799 Brooklyn Blvd.Minneapolis, Minnesota | 55445 | |
| --- | --- | |
| (Address<br>of Principal Executive Offices) | (Zip<br>Code) | |
| (763) 392-6200 | ||
| --- | ||
| (Registrant’s<br>Telephone Number, Including Area Code) | ||
| (Former<br>Name or Former Address, if Changed Since Last Report.) | ||
| --- |
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):
☐ 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))
Securities registered to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common<br>Stock, $0.01 par value | ISIG | The<br>Nasdaq Stock Market LLC |
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 Arrangements of Certain Officers.
On February 27, 2020, our Board of Directors (the “Board”), appointed Chad B. Johnson to serve as an additional director to fill an existing vacancy on the Board. Mr. Johnson will initially serve on the Board’s Audit Committee.
The Board and its Governance, Compensation and Nominating Committee considered Mr. Johnson for appointment pursuant to the nomination and evaluation procedures for substitute nominees set forth in the previously announced Cooperation Agreement dated May 17, 2018 with Nick Swenson, Air T, Inc., and Groveland Capital LLC (the “Cooperation Agreement”), the text of which is provided as Exhibit 10.1 to this report and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. | Description | Method of Filing |
|---|---|---|
| 10.1 | Cooperation<br>Agreement with Nick Swenson, Air T, Inc., and Groveland Capital<br>LLC, dated May 17, 2018 (incorporated by reference to Exhibit 10.1<br>to Registrant’s Form 8-K filed May 18, 2018) | Incorporated<br>By Reference |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| INSIGNIA SYSTEMS, INC. | ||
|---|---|---|
| Date: March 2, 2020 | By | /s/ Kristine A. Glancy |
| Kristine A. Glancy | ||
| President<br>and Chief Executive Officer |