WIDEPOINT CORP
For the period ended Dec 31, 2023. Filed Mar 26, 2024.
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FY2023 · Filed Mar 26, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| ■ | Financial Statements and Financial Statement Schedule |
|---|
Financial Statements:
Consolidated Statements of Changes in Stockholders’** **Equity for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flow for the Years Ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
All other schedules are omitted either because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto
| ■ | Exhibits: The following exhibits are filed herewith or incorporated herein by reference: |
|---|
| 3.1 | Amended and Restated Certificate of Incorporation of WidePoint Corporation. (Incorporated herein by reference to Exhibit A to the Registrant’s Definitive Proxy Statement, as filed on December 27, 2004.) |
| 3.1.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on October 29, 2020.) |
| 3.2 | Bylaws. (Incorporated herein by reference to Exhibit 3.6 to the Registrant’s Registration Statement on Form S-4 (File No. 333-29833)) |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1924 (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed on March 23, 2021). |
| 4.2 | Form of Warrant (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 4, 2021.). |
| 10.1 | Employment Agreement, between WidePoint Corporation and Jin Kang. * (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2020.) |
| 10.2 | Loan and Security Agreement with Old Dominion Bank. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 3, 2024). |
| 10.2.1 | Promissory Note in favor of Old Dominion National Bank. (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 3, 2024). |
| 10.3 | Amended and Restated 2008 Stock Incentive Plan.* (Incorporated herein by reference to Appendix I to the Company's Definitive Proxy Statement filed on November 24, 2009) |
| 10.4 | WidePoint Corporation 2017 Omnibus Incentive Plan* (incorporated by reference from Appendix A to the Company’s definitive proxy statement filed October 31, 2017) |
| 10.5 | Cellular Wireless Managed Services Contract with U.S. Department of Homeland Security (incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on December 2, 2020) |
| 10.6 | Employment Agreement, between WidePoint Corporation and Jason Holloway. * (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 4, 2020.) |
| 10.6.1* | Employment Modification Agreement with Jason Holloway (filed herewith) |
| 10.7 | Employment Agreement, between WidePoint Corporation and Robert George. * (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 14, 2022.) |
| 10.8 | Asset Purchase Agreement (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 4, 2021.) |
| 10.9 | Purchase order dated January 24, 2024 (Filed herewith). |
| 10.10 | Task Order dated October 11, 2023 (Incorporated by reference from Exhibit 10.1 to the Registrant’s Form 10-Q filed on November 11, 2023) |
| 10.11. | Amended and Restated 2017 Omnibus Incentive Plan* (incorporated by reference from Appendix A to the definitive proxy statement filed on May 2, 2023) |
| 10.12* | Employment Agreement with Todd Dzyak (filed herewith) |
| 10.12.1* | Employment Modification Agreement with Todd Dzyak (filed herewith) |
| 10.13* | Employment Agreement with Ian Sparling (filed herewith) |
| 10.13.1* | Employment Modification Agreement with Ian Sparling (filed herewith) |
| 19.1 | Insider Trading Policy (filed herewith) |
| 21 | Subsidiaries of WidePoint Corporation (Filed herewith). |
| 23.1 | Consent of Moss Adams LLP (Filed herewith). |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
| 97.1 | Compensation Recovery Policy (filed herewith). |
| 101. | Interactive Data Files |
| 101. | INS+ XBRL Instance Document |
| 101. | SCH+ XBRL Taxonomy Extension Schema Document |
| 101. | CAL+ XBRL Taxonomy Extension Calculation Linkbase Document |
| 101. | DEF+ XBRL Taxonomy Definition Linkbase Document |
| 101. | LAB+ XBRL Taxonomy Extension Label Linkbase Document |
| 101. | PRE+ XBRL Taxonomy Extension Presentation Linkbase Document |
- Management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WidePoint Corporation | |
| Date: March 26, 2024 | s/ JIN H. KANG |
|---|---|
| Jin H. Kang | |
| Chief Executive Officer | |
| Date: March 26, 2024 | /s/ Robert J. George |
| Robert J. George | |
| Chief Financial 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: March 26, 2024 | /s/ JIN H. KANG |
|---|---|
| Jin H. Kang | |
| Director, Chief Executive Officer and President | |
| (Principal Executive Officer) | |
| Dated: March 26, 2024 | /s/ PHILIP GARFINKLE |
| Philip Garfinkle | |
| Chairman of the Board |
| Dated: March 26, 2024 | /s/ JULIA A. BOWEN |
|---|---|
| Julia A. Bowen | |
| Director | |
| Dated: March 26, 2024 | /s/ JOHN J. FITZGERALD |
| John J. Fitzgerald | |
| Director |
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 659) | F-1 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-2 |
| Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022 | F-6 |
| Notes to Consolidated Financial Statements | F-8 |
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