QUALSTAR CORPORATION Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Qualstar Corporation
1 Jenner, Suite 200
Irvine, California 92618 805-583-7744www.qualstar.comIR@Qualstar.comSIC Code: 3572
Annual Report
For the Period Ending: December 31, 2021
(the "Reporting Period")
As of March 28, 2022, the number of shares outstanding of our Common Stock was: 1,884,033
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 1,891,555
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 1,884,033
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 Control1 of the company has occurred over this reporting period: Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
1 "Change in Control" shall mean any events resulting in:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Qualstar Corporation
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The issuer was incorporated in California in 1984. The issuer is in "active" status in California.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
None
The address(es) of the issuer's principal executive office:
1 Jenner, Suite 200, Irvine, California 92618
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
1 Jenner, Suite 200, Irvine, California 92618
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐
No: ☒
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
2) Security Information
Trading symbol: | QBAK | |
Exact title and class of securities outstanding: | Common Stock | |
CUSIP: | 74758R208 | |
Par or stated value: | none | |
Total shares authorized: | 50,000,000 | as of date: December 31, 2021 |
Total shares outstanding: | 1,884,033 | as of date: December 31, 2021 |
OTC Markets Group Inc. | ||
OTC Pink Basic Disclosure Guidelines |
Number of shares in the Public Float2: | 886,676 | as of date: December 31, 2021 |
Total number of shareholders of record: | 23 | as of date: March 28, 2022 |
All additional class(es) of publicly traded securities (if any):
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized: Total shares outstanding:as of date: as of date:
Transfer Agent
Name: | EQ By Equiniti |
Phone: | 303-282-4800 |
Email: | shari.humpherys@equiniti.com |
Address: | 1110 Centre Point Curve, Suite #101, Mendota Heights, MN 55120-4100 |
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒
No: ☐
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
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 as of
*Right-click the rows below and select "Insert" to add rows as needed.
January 1, 2020
Common: 1,925,025 Preferred: none
2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
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 | Restricted or Unrestricted as of this filing. | Exemption or Registration Type. |
12/18/2020 | New issuance | 25,000 | Common | $2.50 | No - RSU vesting | Steven Bronson | Employee compensation | restricted | S-8 employee benefit plan |
02/04/2021 | New issuance | 1,667 | Common | $3.00 | No | David J. Wolenski | Services by Director | restricted | N/A |
02/04/2021 | New issuance | 1,667 | Common | $3.00 | No | Mark Tobin | Services by Director | restricted | N/A |
09/13/2021 | Share repurchase (treasury) | (58) | Common | $2.40 | NA | NA | NA | NA | NA |
09/14/2021 | Share repurchase (treasury) | (20,000) | Common | $2.60 | NA | NA | NA | NA | NA |
09/16/2021 | Share repurchase (treasury) | (8,471) | Common | $2.93 | NA | NA | NA | NA | NA |
09/17/2021 | Share repurchase (treasury) | (10,900) | Common | $3.13 | NA | NA | NA | NA | NA |
09/21/2021 | Share repurchase (treasury) | (300) | Common | $3.05 | NA | NA | NA | NA | NA |
09/22/2021 | Share repurchase (treasury) | (6,200) | Common | $3.00 | NA | NA | NA | NA | NA |
09/24/2021 | Share repurchase (treasury) | (15,200) | Common | $3.25 | NA | NA | NA | NA | NA |
09/27/2021 | Share repurchase (treasury) | (200) | Common | $3.10 | NA | NA | NA | NA | NA |
09/28/2021 | Share repurchase (treasury) | (475) | Common | $3.10 | NA | NA | NA | NA | NA |
11/18/2021
Share repurchase (treasury)
(1,600)
Common
$2.45
NA
NA
NA
NA
NA
11/19/2021
Share repurchase (treasury)
(2,800)
Common
$2.42
NA
NA
NA
NA
NA
11/29/2021
Share repurchase (treasury)
(1,400)
Common
$2.40
NA
NA
NA
NA
NA
12/01/2021
Share repurchase (treasury)
(1)
Common
$2.40
NA
NA
NA
NA
NA
12/03/2021
Share repurchase (treasury)
(500)
Common
$2.35
NA
NA
NA
NA
NA
12/07/2021
Share repurchase (treasury)
(200)
Common
$2.40
NA
NA
NA
NA
NA
12/08/2021
Share repurchase (treasury)
(20)
Common
$2.40
NA
NA
NA
NA
NA
12/13/2021
Share repurchase (treasury)
(1,000)
Common
$2.35
NA
NA
NA
NA
NA
12/22/2021
Share repurchase (treasury)
(1)
Common
$2.30
NA
NA
NA
NA
NA
Ending Balance:Date: Common:December 31, 2021 1,884,033
Preferred: NONE
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
NONE
B. Debt Securities, Including Promissory and Convertible Notes
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Qualstar Corporation published this content on 28 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2022 13:20:03 UTC.
