NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. National American University Holdings, Inc.
A Delaware Corporation
5301 Mt Rushmore Road
Rapid City, SD 57701
(605)721 -5200
www.national.edu
SIC
Code:
822101
Annual Report
For Fiscal Years Ending May 31, 2022 and 2021
The number of shares outstanding of our Common Stock is 24,681,157 and 24,619,501 as of May 31, 2022 and 2021, respectively.
OTCQB: NAUH
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of
1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: | No: √ | ||
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: | No: √ | ||
Indicate by check mark whether a change in control of the company has occurred over this reporting period:
Yes: | No: √ | ||
National American University Holdings, Inc.
Annual Information and Disclosure Statement
For the Years Ended May 31, 2022 and 2021
All information contained in this Annual Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of OTC Markets Group, Inc. and Rule 15c2-11 under the Securities Exchange Act of 1934. The captions contained herein correspond to the sequential format as set forth in the applicable disclosure guidelines of OTC Markets Group, Inc. All dollar amounts are presented in thousands, except dividend and other per share data. Quantitative share data, among other non-dollar figures, are not presented in thousands.
Forward-Looking Statements
This Annual Information and Disclosure Statement contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. All statements except historical statements contained herein constitute "forward-looking statements." Forward-looking statements are inherently uncertain and are based only on current expectations and assumptions that are subject to future developments that may cause results to differ materially. Readers should carefully consider: (i) economic, competitive, technological and governmental factors affecting operations, customers, markets, services, products and prices of National American University Holdings, Inc. ("NAUH"); (ii) risk factors affecting the private for-profit higher education industry; and (iii) other factors discussed in NAUH's annual reports, quarterly reports, Information and Disclosure Statements and other documents posted from time to time on the OTCQB website (available at www.otcmarkets.com), including without limitation, the description of the nature of NAUH's business and its management discussion and analysis of financial condition and results of operations for reported periods. Except as required by law or the OTC Markets Group, Inc., NAUH undertakes no obligation to update, and is not responsible for updating, the information contained or incorporated by reference in this document beyond the publication date, whether as a result of new information or future events, or to conform this document to actual results or changes in NAUH's expectations, or otherwise or for changes made to this document by wire services or Internet services.
National American University Holdings, Inc.
Table of Contents | ||
Part A - General Company Information ................................................................................................ | 4 | |
Item 1. | The exact name of the issuer and its predecessor (if any) .............................................. | 4 |
Item 2. The address of the issuer's principal executive offices.................................................... | 4 | |
Item 3. | The jurisdiction(s) and date of the issuer's incorporation or organization ........................ | 4 |
Part B - Share Structure....................................................................................................................... | 4 | |
Item 4. | The exact title and class of securities outstanding........................................................... | 4 |
Item 5. | Par or stated value and description of the security .......................................................... | 4 |
Item 6. | The number of shares or total amount of the securities outstanding for each | |
class of securities authorized........................................................................................... | 5 | |
Item 7. | The name and address of the transfer agent................................................................... | 5 |
Part C - Business Information .............................................................................................................. | 6 | |
Item 8. | The nature of the issuer's business ................................................................................. | 6 |
Item 9. | The nature of products and services offered ................................................................. | 15 |
Item 10. | The nature and extent of the issuer's facilities............................................................... | 15 |
Part D - Management Structure and Financial Information ................................................................ | 16 | |
Item 11. | The name of the chief executive officer, members of the board of directors, | |
as well as control persons ............................................................................................. | 16 | |
Item 12. | Financial information for the issuer's most recent fiscal period...................................... | 22 |
Item 13. | Similar financial information for such part of the two preceding fiscal years | |
as the issuer or its predecessor has been in existence ................................................. | 48 | |
Item 14. | Beneficial owners .......................................................................................................... | 52 |
Item 15. | The name, address, telephone number, and email address of each of the | |
following outside providers that provide services to the issuer on matters | ||
relating to operations, business development and disclosure ....................................... | 52 | |
Item 16. | Management's discussion and analysis ........................................................................ | 53 |
Part E - Issuance History.................................................................................................................... | 55 | |
Item 17. | List of securities offerings and shares issued for services in the past two years ........... | 55 |
Part F - Exhibits.................................................................................................................................. | 56 | |
Item 18. | Material contracts .......................................................................................................... | 56 |
Item 19. | Articles of incorporation and bylaws .............................................................................. | 56 |
Item 20. | Purchases of equity securities by the issuer and affiliated purchasers.......................... | 56 |
Item 21. | Issuer's certifications ..................................................................................................... | 57 |
Page 3 of 57
Part A General Company Information
Item 1 The exact name of the issuer and its predecessor (if any)
National American University Holdings, Inc.
Item 2 The address of the issuer's principal executive offices
Principal Executive Offices: | National American University Holdings, Inc. |
5301 Mt Rushmore Road | |
Rapid City, SD 57701 | |
(605) 721-5200 | |
www.national.edu | |
Mailing Address: | National American University Holdings, Inc. |
P.O. Box 677 | |
Rapid City, SD 57709 | |
Investor Relations: | The Equity Group, Inc. |
800 Third Avenue, Between 49th & 50th Streets, 36th Floor | |
New York, NY 10022 | |
Telephone: (415) 568-2255 | |
Contact: Carolyne Y Sohn | |
Email: csohn@equityny.com |
Item 3 The jurisdiction(s) and date of the issuer's incorporation or organization
National American University Holdings, Inc. was incorporated in the State of Delaware in 2007.
Part B Share Structure
Item 4 The exact title and class of securities outstanding
Class: | Common Stock |
CUSIP: | 132863127 |
Trading Symbol: | NAUH |
Item 5 Par or stated value and description of the security
-
Par or Stated Value
The Company's outstanding securities consist solely of common stock, par value $0.0001 per share. - Common Stock
For common equity, dividends, voting, and preemption rights are determined by the Board of Directors. There are no other material rights of common or preferred stockholders.
There are no provisions that would delay, defer, or prevent a change in control of the issuer. Information regarding the bylaws is included in Item 19 B of this report.
Page 4 of 57
Item 6 The number of shares or total amount of the securities outstanding for each class of securities authorized
Common Stock | ||
May 31, 2022 | May 31, 2021 | |
Number of Shares Authorized | 50,000,000 | 50,000,000 |
Number of Shares Outstanding | 24,681,157 | 24,619,501 |
Total Number of Shareholders of Record | 42 | 41 |
As of May 31, 2022 and 2021 the Company had approximately 382 and 483, respectively, beneficial shareholders of record owning at least 100 shares.
Preferred Stock | |
May 31, 2022 and 2021 | |
Number of Shares Authorized | 1,000,000 |
Number of Shares Outstanding | 0 |
Total Number of Shareholders of Record | 0 |
Class A Common Stock | |
May 31, 2022 and 2021 | |
Number of Shares Authorized | 100,000 |
Number of Shares Outstanding | 0 |
Total Number of Shareholders of Record | 0 |
Please refer to Financial Statements Footnote #10 for Stockholders' Equity disclosures.
Item 7 The name and address of the transfer agent
Equiniti Trust Company
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
Telephone: (855) 217- 6361
Contact: Lindsey Fischer
Email: Lindsey.fischer@EQ-US.com
Equiniti Trust Company is currently registered under the Securities Exchange Act of 1934, and is an authorized transfer agent subject to regulation by the U.S. Securities and Exchange Commission.
Page 5 of 57
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National American University Holdings Inc. published this content on 30 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 09:33:07 UTC.
