PHOENIX FOOTWEAR GROUP, INC. PHOENIX FOOTWEAR GROUP, INC.
a Delaware corporation
2236 Rutherford Road, Suite 113
Carlsbad, California 92008 _______________________________
Telephone: (760) 602-9688www.phoenixfootwear.comwww.softwalkshoes.comwww.trotters.comwww.buenofootwear.comwww.savashoes.com
3140
(SIC Code)
Annual Report
For the Fiscal Year Ended, January 1, 2022
(the "Reporting Period")
As of January 1, 2022, the number of shares outstanding of our Common Stock was: 13,163,362
As of January 2, 2021, (end of previous reporting period), the number of shares outstanding of our Common Stock was: 12,925,028
As of March 30, 2022, the number of shares outstanding of our Common Stock was: 13,243,362
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:
Item 1) Name and address(es) of the issuer and its predecessors (if any)
The exact name of the issuer is Phoenix Footwear Group, Inc. (hereinafter referred to as the "Company").
The issuer was incorporated in the State of Delaware in 2002
There have been no trading suspension orders issued by the SEC concerning the issuer since inception
The issuer does not currently anticipate any stock split, stock dividend, recapitalization, merger, acquisition, spin-offor reorganization and none have occurred in the past 12 months
The address of the issuer's principal executive offices.
2236 Rutherford Road, Suite 113
Carlsbad, California 92008
Telephone: Fax: Websites:
(760) 602-9688 (760) 602-9619
www.phoenixfootwear.comwww.softwalkshoes.comwww.trotters.comwww.buenofootwear.comwww.savashoes.com
The address of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes:
No:
Item 2) Security Information
Trading Symbol: PXFG
Exact title and class of securities outstanding: Phoenix Footwear Group, Inc. common stock
CUSIP: 71903M209
Par or stated value: $0.01 per share
Total shares authorized: 50,000,000 common shares, as of March 30, 2022
Total shares outstanding: 13,163,362 as of January 1, 2022
Total shares outstanding: 13,243,362 common shares as of March 30, 2022
Number of Shares in Public Float: 8,182,847
Total number of shareholders of record: 140 Transfer Agent
Computershare Investor Services
P.O. Box 43078
Providence, RI 02940-3078
(877) 282-1168
Is the Transfer Agent registered under the Exchange Act?
Yes:
No:Describe any trading suspension orders issued by the SEC in the past 12 months. None.
3) Issuance History
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:
Number of Shares outstanding on December 28, 2019 | Opening Balance: Common: 12,786,695 Preferred: N/A | ||||||||
Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Were the shares issued at a discount to market price at the time of issuance? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). | Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) | Restricted or Unrestricted as of this filing? | Exemption or Registration Type? |
January 2, 2020 | New issuance | 25,000 | Common | $0.15 | No | Kevin Flannagan | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
February 7, 2020 | New issuance | 33,333 | Common | $0.16 | No | John M. Dillen | Executive Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Steven M. DePerrior | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Stephanie E. Pianka | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Frederick Port | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Steven Tannenbaum | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
January 2, 2021 | New issuance | 25,000 | Common | $0.05 | No | Kevin Flannagan | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
February 7, 2021 | New issuance | 33,334 | Common | $0.12 | No | John M. Dillen | Executive Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Steven M. DePerrior | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Stephanie E. Pianka | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Frederick Port | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Steven Tannenbaum | Director Compensation - Shares issued pursuant to restricted stock award | Restricted | Rule 701 under the Securities Act of 1933 |
May 28, 2021 | New Issuance | 100,000 | Common | $0.15 | No | Bruce Kaplan | Executive Compensation - Shares issued pursuant to restricted stock award | Rule 701 under the Securities Act of 1933 | |
Number of Shares outstanding on January 1, 2022 | Ending Balance: Common: 13,163,362 Preferred: N/A |
B. Debt Securities, Including Promissory Notes and Convertible Notes
Check this box if there are no outstanding promissory, convertible notes or debt arrangements:
Date of Note Issuance | Outstanding Balance as of 1/1/2022 ($) | Principal Amount at Issuance ($) | Interest Accrued as of 1/1/2022 ($) | Maturity Date | Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) | Name of Noteholder | Reason for Issuance (e.g. Loan, Services, etc.) |
July 21, 2011/July 30, 2012 | $1,594,716 | $1,350,000 | $32,426 | July 31, 2022 | (1) | Greenwood Capital; Steven Tannenbaum, President and General Partner | Loan |
March 29, 2018 | $324,618 | $275,000 | $6,601 | July 31, 2022 | (2) | James R. Riedman | Loan |
March 29, 2018 | $236,086 | $200,000 | $4,800 | July 31, 2022 | (2) | Steven Tannenbaum | Loan |
March 29, 2018 | $59,022 | $50,000 | $1,200 | July 31, 2022 | (2) | Steven DePerrior | Loan |
March 29, 2018 | $29,511 | $25,000 | $600 | July 31, 2022 | (2) | Jose Lenard | Loan |
(1) As described in Note 2 and 4 of the Notes to the Consolidated Financial Statements, pursuant to the amendment dated December 1, 2020, the notes accrue interest at an interest rate of twelve percent (12%) per annum five percent (5.0%) of which shall be payable in cash ("Cash Interest") and seven percent (7.0%) of which shall be payable in kind ("PIK Interest"). The Company will pay the accrued Cash Interest in cash semi-annually in arrears on October 31 and April 30 of each year (each an "Interest Payment Date"), commencing April 30, 2021, or if any such day is not a Business Day, on the next succeeding Business Day, and the accrued PIK Interest shall be added to the Principal of this Note on each Interest Payment Date. All accrued but unpaid interest under this Note shall be payable at maturity (or upon conversion). The Notes were initially convertible into 5,869,565 shares of the Company's common stock at a conversion price of $.23 per share. On June 30, 2020, the Company, Greenwood, and the 2018 Subordinated Note Holders agreed to waive the Event of Default and amend the Notes to extend the maturity date to July 31, 2022, and decrease the conversion price from $0.23 per share to $0.10 per share. As of January 1, 2022, the Notes are convertible into 15,947,161 shares of the Company's common stock at a conversion price of $0.10 per share. The 2012 Note also provides for mandatory conversion into common stock in the event certain market conditions are met for the trading of the Company's stock, including a trading price of at least $1.00 per share on each trading day during any period of 90 consecutive days ending within 10 days prior to the date of determination, or in the event a change of control results from a sale of the Company in a merger, stock or asset sale for a cash price of at least $5.00 per share.
(2) As described in Note 2 and 4 of the Notes to the Consolidated Financial Statements, pursuant to the amendment dated December 1, 2020, the notes accrue interest at an interest rate of twelve percent (12%) per annum five percent (5.0%) of which shall be payable in cash ("Cash Interest") and seven percent (7.0%) of which shall be payable in kind ("PIK Interest"). The Company will pay the accrued Cash Interest in cash semi-annually in arrears on October 31 and April 30 of each year (each an "Interest Payment Date"), commencing April 30, 2021, or if any such day is not a Business Day, on the next succeeding Business Day, and the accrued PIK Interest shall be added to the Principal of this Note on each Interest Payment Date. All accrued but unpaid interest under this Note shall be payable at maturity (or upon conversion). Interest shall be paid semi-annually in arrears on April 30 and October 31 of each year. The Notes were initially convertible into 2,391,304 shares of the Company's common stock at a conversion price of $0.23 per share. On June 30, 2020, the Company, Greenwood, and the 2018 Subordinated Note Holders agreed to waive the Event of Default and amend the Notes to extend the maturity date to July 31, 2022, and decrease the conversion price from $0.23 per share to $0.10 per share. As of January 1, 2022, the Notes are convertible into 6,492,365 shares of the Company's common stock at a conversion price of $0.10 per share. The conversion price is subject to adjustment in the event of certain corporate transactions, including but not limited to, recapitalization of the Company's capital stock, issuances of common stock at a price below the conversion price and reorganization, merger or consolidation.
4) Financial Statements
A. The following financial statements were prepared in accordance with:
U.S. GAAP
IFRS
B. The financial statements for this reporting period were prepared by (name of individual):
Name: John Dillen
Title: CFO
Relationship to Issuer: Employee and Officer
The following audited consolidated financial statements are attached at the end of this Annual Report as Exhibit A are and are hereby incorporated by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of January 1, 2022, and January 2, 2021.
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Phoenix Footwear Group Inc. published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 20:57:12 UTC.
