Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines IDW Media Holdings, Inc
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines IDW Media Holdings, Inc. A Delaware Corporation 520 Broad St. Newark, NJ 07102 ________________________________ (973) 438-3385 www.idwmh.com [email protected] 7310 Fiscal Year Report For the Period Ending:10/31/2019 (the “Reporting Period”) As of 10/31/2019 the number of shares outstanding of our Common Stock was: • Class B Common Stock 6,899,489 shares (excluding from these numbers are 519,360 shares of Class B common stock held in treasury by IDW Media Holdings, Inc.) • Class C Common Stock 545,360 shares As of, 07/31/2019, the number of shares outstanding of our Common Stock was: • Class B Common Stock 6,897,989 shares (excluding from these numbers are 519,360 shares of Class B common stock held in treasury by IDW Media Holdings, Inc.) • Class C Common Stock 545,360 shares 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: (Double-click and select “Default Value” to check) 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: Page 1 of 16 1) Name of the issuer and its predecessors (if any) In answering this item, please also provide any names used by predecessor entities in the past five years and the dates of the name changes. IDW Media Holdings, Inc. CTM Media Holdings, Inc.-name changed on July 27, 2015 Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive): May 8 2009, Delaware Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: No: 2) Security Information Trading symbol: IDWM Exact title and class of securities outstanding: Class B Common Stock CUSIP: 44951N 106 Par or stated value: $0.01 Total shares authorized: Class B Common Stock – 12,000,000, Class C Common Stock – 2,500,000, Preferred Stock- 500,000 as of: October 31, 2019. Total shares outstanding: Class B Common Stock 6,899,489 shares (excluded from these numbers are 519,360 shares of Class B common stock held in treasury by IDW Media Holdings, Inc.), Class C Common Stock 545,360 shares as of: April 30, 2019. Number of shares in the Public Float: 3,288,683 as of date: 10/31/2019 Total number of shareholders of record: 135 as of date: 10/31/2019 Transfer Agent Name: American Stock Transfer & Trust Company, LLC Phone: (877) 248-6417 Email: [email protected] Is the Transfer Agent registered under the Exchange Act? Yes: No: Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors: N/A List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: N/A 3) Issuance History Page 2 of 16 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 Opening Balance: *Right-click the rows below and select “Insert” to add rows as needed. outstanding Common Class B:5,565,485 as of November 1, Common Class C:545,360 2017 Preferred: 0 Date oF Transaction Number oF Class oF Value of Were the Individual/ Entity Reason For share Restricted or Exemption Transaction type (e.g. new Shares Securities shares shares Shares were issuance (e.g. for Unrestricted or issuance, Issued (or issued issued at a issued to cash or debt as of this Registratio cancellation, cancelled) ($/per discount to (entities must conversion) OR filing? n Type? shares share) at market have individual Nature oF SerVices returned to Issuance price at the with Voting / Provided (iF treasury) time of inVestment applicable) issuance? control (Yes/No) disclosed). 3/29/18 New 50,000 Class B $44.01 No David Ozer Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Option and Incentive Plan 6/15/18 New 1,000 Class B $43.67 No Lydia Antonini Granted pursuant 334 shares Exempt Issuance common to the Company’s are restricted stock 2009 Stock Option and Incentive Plan 10/12/18 Cancellation 55,425 Class B $44.01 David Ozer common stock 12/24/18 New 1,370 Class B $36.50 No Katherine Lingg Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Option and Incentive Plan 3/14/19 New 3,030 Class B $25.41 No Chris Ryall Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Option and Incentive Plan 3/14/19 New 758 Class B $30 No Chris Ryall Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Option and Incentive Plan 3/14/19 New 3,000 Class B $31.24 No Chris Fenton Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Option and Incentive Plan 3/22/19 New 5,000 Class B $39 No Katherine Lingg Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Page 3 of 16 Option and Incentive Plan 4/15/19 New 750 Class B $24.74 No Chris Fenton Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Option and Incentive Plan 4/24/19 New 767,630 Class B $18 Yes Please see Cash and debt Restricted Exempt Issuance common attached conversion stock appendix A 5/1/19 New 5,000 Class B $21 No Shaman Consulting Restricted Exempt Issuance common Investments, Services stock Inc. [Jim Lintott & Roger Silk] 5/7/19 New 345,792 Class B $15 Yes Please see Cash and debt Restricted Exempt Issuance common attached conversion stock appendix A 5/15/19 New 750 Class B $23.75 Np Chris Fenton Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2009 Stock Option and Incentive Plan 6/15/19 New 210,898 Class B $17.07 Yes Please see Cash Restricted Exempt Issuance common attached stock Appendix A 6/15/19 New 750 Class B $23.00 No Chris Fenton Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2019 Stock Option and Incentive Plan 7/15/19 New 750 Class B $19.75 No Chris Fenton Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2019 Stock Option and Incentive Plan 8/15/19 New 750 Class B $17.75 No Chris Fenton Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2019 Stock Option and Incentive Plan 9/15/19 New 750 Class B $18.49 No Chris Fenton Granted pursuant Restricted Exempt Issuance common to the Company’s stock 2019 Stock Option and Incentive Plan 1/9/20 New 26,826 Class B $7.04 No Howard Jonas Interest payable Restricted Exempt Issuance common stock 1/9/20 New 9,760 Class B $7.74 No Howard Jonas Interest payable Restricted Exempt Issuance common stock 1/2/20 New 5,000 Class B $24.4 No Shaman Consulting Restricted Exempt Issuance common Investments, Services stock Inc. [Jim Lintott & Roger Silk] Shares Outstanding Ending Balance: on January Common Class B:7,460,435 27, 2020: Common Class C:545,360 (1) See Appendix A for a full listing of individuals and shares B. Debt Securities, Including Promissory and ConVertible Notes Page 4 of 16 Date oF Note Outstanding Principal Interest Maturity Date ConVersion Terms Name oF Noteholder Reason Issuance Balance ($) Amount at Accrued (e.g. pricing for Issuance ($) ($) mechanism For Issuance determining (e.g. conversion of Loan, instrument to shares) SerVices, etc.) 08/21/2018 5,000,000 5,000,000 $18,000 08/20/2022 Howard S. Jonas Loan 09/21/2018 3,999,697 26,000,000 $25,000 08/21/2022 Howard S. Jonas Loan (1) In connection with the August 8, 21, 2018 note, Howard S. Jonas was issued a warrant to purchase up to 89,243 shares of the Company’s Class B Common Stock at a price per share of $42.02 and in connection with the September 21, 2018 note, Howard S. Jonas was issued a warrant to purchase up to 98,336 shares of the Company’s Class B Common Stock at a price per share of $26.44 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: Brooke Feinstein Title: Controller Relationship to Issuer: Employee of IDW Media Holdings Inc.