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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/14/22 Infinite Group Inc. S-1 86:6.7M Blueprint/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.34M
2: EX-3.7 Form of Certificate of Amendment of Certificate HTML 24K
Incorporation of the Registrant (Proposed Reverse
Stock Split)
3: EX-10.41 2021 Equity Incentive Plan HTML 81K
4: EX-14 Form of Code of Business Conduct and Ethics HTML 37K
5: EX-21.1 Subsidiary of the Registrant HTML 21K
6: EX-23.1 Consent of Freed Maxick, LLP, Independent HTML 21K
Registered Public Accounting Firm
7: EX-99.1 Form of Audit Committee Charter HTML 46K
8: EX-99.2 Form of Compensation Committee Charter HTML 36K
9: EX-99.3 Form of Nominating and Corporate Governance HTML 33K
Committee Charter
10: EX-99.4 Consent of Kenneth Edwards HTML 21K
11: EX-99.5 Consent of Teresa Bair HTML 21K
17: R1 Cover HTML 50K
18: R2 Balance Sheets HTML 114K
19: R3 Balance Sheets (Parenthetical) HTML 33K
20: R4 Statements of Operations (Unaudited) HTML 79K
21: R5 Statements of Changes in Stockholders Equity HTML 75K
(Unaudited)
22: R6 Statements of Cash Flows (Unaudited) HTML 99K
23: R7 Basis of Presentation HTML 29K
24: R8 Management Plans - Capital Resources HTML 32K
25: R9 Summary of Significant Accounting Policies HTML 98K
26: R10 Sale of Certain Accounts Receivable HTML 26K
27: R11 Property and Equipment HTML 35K
28: R12 Capitalization of Software for Resale HTML 25K
29: R13 Deferred Revenue and Performance Obligations HTML 29K
30: R14 Notes Payable Current HTML 41K
31: R15 Debt Obligations HTML 25K
32: R16 Stock Transactions HTML 25K
33: R17 Longterm Obligations HTML 83K
34: R18 Earnings per Share HTML 45K
35: R19 Cares Act HTML 26K
36: R20 Stock Option Plans and Agreements HTML 81K
37: R21 Stock and Stock Option Plans HTML 27K
38: R22 Lease HTML 31K
39: R23 Income Taxes HTML 58K
40: R24 Related Party Accounts Receivable and Accrued HTML 26K
Interest Payable
41: R25 Employee Retirement Plans HTML 29K
42: R26 Subsequent Events HTML 31K
43: R27 Summary of Significant Accounting Policies HTML 140K
(Policies)
44: R28 Summary of Significant Accounting Policies HTML 58K
(Tables)
45: R29 Earnings Per Share (Tables) HTML 39K
46: R30 Property and Equipment (Tables) HTML 33K
47: R31 Stock Option Plans and Agreements (Tables) HTML 76K
48: R32 Notes Payable Current (Tables) HTML 38K
49: R33 Longterm Obligations (Tables) HTML 70K
50: R34 Income Taxes (Tables) HTML 59K
51: R35 Lease (Tables) HTML 29K
52: R36 Management Plans Capital Resources (Details HTML 66K
Narrative)
53: R37 Summary of Significant Accounting Policies HTML 32K
(Details)
54: R38 Summary of Significant Accounting Policies HTML 46K
(Details 1)
55: R39 Summary of Significant Accounting Policies HTML 48K
(Details Narrative)
56: R40 Property and Equipment (Details) HTML 41K
57: R41 Property and Equipment (Details Narrative) HTML 24K
58: R42 Sale of Certain Accounts Receivable (Details HTML 39K
Narrative)
59: R43 Capitalization of Software for Resale (Details HTML 40K
Narratives)
60: R44 Notes Payable Current (Details) HTML 31K
61: R45 Notes Payable Current (Details 1) HTML 27K
62: R46 Longterm Obligations (Details) HTML 47K
63: R47 Longterm Obligations (Details 1) HTML 41K
64: R48 Longterm Obligations (Details 2) HTML 42K
65: R49 Cares Act (Details Narrative) HTML 29K
66: R50 Stock and Stock Option Plans (Details Narrative) HTML 39K
67: R51 Deferred Revenue and Performance Obligations HTML 26K
(Details Narrative)
68: R52 Debt Obligations (Details Narrative) HTML 53K
69: R53 Stock Transactions (Details Narrative) HTML 34K
70: R54 Earnings Per Share (Details) HTML 41K
71: R55 Stock Option Plans and Agreements (Details) HTML 32K
72: R56 Stock Option Plans and Agreements (Details 1) HTML 70K
73: R57 Stock Option Plans and Agreements (Details HTML 74K
Narrative)
74: R58 Income Taxes (Details) HTML 37K
75: R59 Income Taxes (Details 1) HTML 42K
76: R60 Income Taxes (Details 2) HTML 41K
77: R61 Income Taxes (Details Narrative) HTML 28K
78: R62 Lease (Details) HTML 32K
79: R63 Lease (Details Narrative) HTML 36K
80: R64 Related Party Accounts Receivable and Accrued HTML 26K
Interest Payable (Details Narrative)
81: R65 Subsequent Events (Details NarrativeS) HTML 58K
84: XML IDEA XML File -- Filing Summary XML 145K
82: XML XBRL Instance -- imci_s1_htm XML 1.43M
83: EXCEL IDEA Workbook of Financial Reports XLSX 88K
13: EX-101.CAL XBRL Calculations -- imci-20210930_cal XML 146K
14: EX-101.DEF XBRL Definitions -- imci-20210930_def XML 389K
15: EX-101.LAB XBRL Labels -- imci-20210930_lab XML 853K
16: EX-101.PRE XBRL Presentations -- imci-20210930_pre XML 688K
12: EX-101.SCH XBRL Schema -- imci-20210930 XSD 182K
85: JSON XBRL Instance as JSON Data -- MetaLinks 301± 392K
86: ZIP XBRL Zipped Folder -- 0001654954-22-000512-xbrl Zip 305K
EXHIBIT 99.3
INFINITE GROUP, INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
Purpose
The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Infinite Group, Inc. (the “Company”) shall assist the Board in identifying qualified individuals to become members of the Board, determining the composition of the Board and its committees and in monitoring the process to assess Board effectiveness.
Membership
The Committee shall be composed of at least two members of the Board. Except as otherwise permitted by the applicable rules of the Nasdaq Stock Market LLC (“Nasdaq”), each member of the Committee shall satisfy the independence and experience requirements set forth in the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and Nasdaq.
The members of the Committee shall be appointed by the Board. Any vacancies on the Committee shall be filled by the Board. The Board may remove any member or all members of the Committee at any time, with or without cause. Unless a chairperson of the Committee (the “Chair”) is appointed by the full Board, the members of the Committee may designate a Chair by a majority vote of the members of the Committee.
Meetings and Administration
The Committee shall meet at least annually and as frequently as circumstances dictate, or if requested by the Chair from time to time. In addition, the Committee may meet separately with management of the Company, outside legal counsel, and/or outside advisors as the Committee deems appropriate.
The Committee may ask members of management, employees, outside counsel, or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meeting and to provide such pertinent information as the Committee may request.
Authority, Duties and Responsibilities
In carrying out its responsibilities hereunder, the Committee’s policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the directors and stockholders that the director nominating and corporate governance practices of the Company are in accordance with all current requirements and are of the highest quality.
In carrying out these responsibilities, the Committee shall:
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| 1. | Identify, Recruit and Recommend Directors. Identify individuals qualified to become Board members, consistent with the criteria outlined below. The Committee shall consider and recruit candidates to fill positions on the Board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the Board or otherwise. The Committee shall be responsible for conducting, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with applicable independence and other qualification requirements. Finally, the Committee shall recommend appropriate director nominees for election to the Board. |
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| 2. | Director Selection Criteria. Recommend directors, who shall reflect at a minimum any requirements of applicable law or listing standards and which selection shall be in compliance with any applicable existing criteria set forth in the Company’s constituent documents. In selecting and recommending candidates for election to the Board or appointment to any committee of the Board, and in evaluation any Board candidates proposed by stockholders, the Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the Committee shall consider such factors at it deems appropriate, including, without limitation, the following: |
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| a. | personal and professional integrity, ethics and values; |
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| b. | independence from the Company, as defined by Nasdaq Rule 5605(a)(2) and applicable regulations; |
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| c. | experience in corporate management, such as serving as an officer or former officer of a publicly-held company; |
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| d. | experience in the Company’s industry; |
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| e. | experience as a board member of another publicly-held company; |
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| f. | diversity of (i) expertise and experience in substantive matters pertaining to the Company’s business, (ii) race, ethnicity, and/or underrepresented minority status, (iii) gender, (iv) gender identity or sexual orientation, (v) age, and (vi) any other factor the Committee deems appropriate; |
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| g. | experience in a specialized field that would benefit the Board, such as risk management, public accounting or cybersecurity; |
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| h. | practical and mature business judgment; and |
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| i. | composition of the Board, including its size and structure. |
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| 3. | Director Onboarding and Development. Oversee director orientation, continuing education and professional development. |
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| 4. | Committee Appointments. Recommend candidates to fill positions on committees of the Board, including as a result of the removal, resignation or retirement of any director on any committee of the Board, or otherwise. |
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Stockholder Proposals. Review all stockholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal. |
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| 6. | Evaluation of Board Effectiveness. As deemed appropriate by the Board or recommended by the Committee, conduct and oversee a performance evaluation of the Board and each of its committees. |
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| 7. | Charter Review. The Committee shall annually, or more often as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. |
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| 8. | Code of Ethics. The Committee shall oversee compliance with the Company’s Code of Ethics applicable to its directors, officers, and employees. |
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| 9. | Other Duties. In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities that may be delegated to the Committee by the Board from time to time, consistent with the Company’s bylaws and applicable laws. |
Advisors
To the extent that it deems necessary or appropriate, in its sole discretion, the Committee may retain independent counsel, experts or advisors. Further, the Committee may utilize the services of the Company’s regular legal counsel or other advisors. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to any advisors to the Committee and for ordinary administrative expenses of the Committee.
Delegation of Duties
The Committee may delegate any or all of its responsibilities to one or more subcommittees of the Committee to the extent consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, applicable law and regulations, and Nasdaq rules or the rules of other markets in which the Company’s securities trade.
Approved: [DATE]
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/01/22 Infinite Group Inc. S-1/A 85:7.7M Blueprint/FA 10/20/22 Infinite Group Inc. S-1/A 10/19/22 84:7.6M Blueprint/FA 10/06/22 Infinite Group Inc. S-1/A 13:267K Blueprint/FA 9/20/22 Infinite Group Inc. S-1/A 84:7.9M Blueprint/FA 9/09/22 Infinite Group Inc. S-1/A 89:8.5M Blueprint/FA 5/05/22 Infinite Group Inc. S-1/A 68:6.5M Blueprint/FA 5/04/22 Infinite Group Inc. S-1/A 73:7.1M Blueprint/FA 4/01/22 Infinite Group Inc. S-1/A 67:6.2M Blueprint/FA |