As filed with the Securities and Exchange Commission on May 6, 2024

Registration No. 333-272817

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

AMENDMENT NO. 8

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Unifoil Holdings, Inc.

(Exact name of registrant as specified in its charter)

____________________

Nevada		2670		22-2339463
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

12 Daniel Road East
Fairfield, New Jersey 07004
(973) 244-9900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Joseph Funicelli

Chairman, Chief Executive Officer and President

Unifoil Holdings, Inc.

12 Daniel Road East

Fairfield, New Jersey 07004

Tel.: (973) 244-9900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

With copies to:

Andrea Cataneo, Esq.
Gabriel Miranda, Esq.
Mitchell Silberberg & Knupp LLP
437 Madison Ave., 25th Floor
New York, New York 10022
Tel.: (212) 509-7239

Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15th Floor
New York, New York 10019
Tel.: (212) 451-2300

_____________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

• Public Offering Prospectus. A prospectus to be used for the initial public offering of 2,000,000(1) shares of common stock of the registrant (the “Public Offering Prospectus”), with such shares being sold in an underwritten offering through the underwriters named on the cover page of the Public Offering Prospectus.

• Resale Prospectus. A prospectus to be used for the resale by the selling shareholders set forth therein of 215,154 shares of common stock, consisting of (i) 181,820 shares issuable upon conversion of convertible notes (the “Convertible Notes”), and which Convertible Notes automatically convert into common stock upon the effectiveness of this Registration Statement as set forth in the resale prospectus set forth herein (the “Resale Prospectus”) and (ii) 33,334 shares issued to the Company’s legal counsel, which shares were issued as partial consideration for legal services provided to us in connection with this offering.

The Resale Prospectus is substantially identical to the Public Offering Prospectus, except for the following principal points:

• they contain different outside and inside front cover and back cover pages;

• they contain different Offering sections in the Prospectus Summary section beginning on page Alt-1;

• they contain different Use of Proceeds sections on page Alt-2;

• a Selling Shareholders section is included in the Resale Prospectus;

• a Selling Shareholders Plan of Distribution is included in the Resale Prospectus in lieu of the “Underwriting” section in the Public Offering Prospectus; and

• the Legal Matters section in the Resale Prospectus on page Alt-6 deletes the reference to counsel for the underwriters.

The registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the initial public offering by the registrant. The Resale Prospectus will be substantially identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling shareholders. Consummation of the offering made by the Resale Prospectus is conditioned on consummation of the initial public offering of shares of common stock by the registrant pursuant to the Public Offering Prospectus.

____________

(1) Assumes the underwriters’ over-allotment option has not been exercised.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

Subject to Completion, dated May 6, 2024

2,000,000 Shares of Common Stock

Unifoil Holdings, Inc.

This is the initial public offering of common stock of Unifoil Holdings, Inc. We are offering 2,000,000 shares of our common stock. We currently expect the initial public offering price will be between $3.00 and $4.00 per share.

Prior to this offering, no public market has existed for our common stock. Our application to list our shares of common stock for trading on the NYSE American under the symbol “UNFL” has been approved.

Concurrently with this offering, we are registering for resale by the selling shareholders an aggregate of 215,154 shares of common stock. Upon the effectiveness of the registration statement of which this prospectus forms a part, the convertible notes will automatically convert into common stock at a conversion price of $2.75 per share. The selling shareholders have represented to us that they will not offer or sell their shares prior to the closing of this offering. Sales of these shares, or the potential of such sales, may have an adverse effect on the market price of the shares offered hereby.

Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 12 of this prospectus.

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us	$	$

____________

(1) We have agreed to pay to the underwriters a 1% non-accountable expense allowance and reimburse certain of their accountable out-of-pocket expenses and to sell to the representative of the underwriters warrants to purchase up to 140,000 shares of common stock. See “Underwriting” beginning on page 72 for a description of the compensation payable to the underwriters.

We have granted to the underwriters an option, exercisable no later than 45 calendar days after the date of this prospectus, to purchase up to 300,000 additional shares of our common stock, solely to cover over-allotments, if any, at the public offering price less underwriting discounts and commissions. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be $_____, and the total proceeds, before expenses, to us will be $_____.

We are a “controlled company” under the NYSE American rules because Raghunathan Sarma currently owns 65.5% of our outstanding common stock. Mr. Sarma will continue to own over 50% of our outstanding common stock after this initial public offering. As a controlled company, we are not required to comply with certain of NYSE American corporate governance requirements. We intend to comply with all such corporate governance requirements at this time, but may in the future take advantage of certain corporate governance exemptions. For more information on these requirements and exemptions, see “Our Status as a Controlled Company” and “Principal Stockholders” below for more information.

We are an “emerging growth company” and a “smaller reporting company,” as defined under U.S. federal securities laws and, as such, are eligible and have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on or about ________, 2024.

BOUSTEAD SECURITIES, LLC

SUTTER SECURITIES, INC.

The date of this prospectus is ________, 2024.

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TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		12
Information Regarding Forward-Looking Statements		28
Use of Proceeds		30
Dividend Policy		31
Capitalization		32
Dilution		33
Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Business		43
Management		52
Executive Compensation		58
Principal Stockholders		63
Certain Relationships and Related Party Transactions		64
Description of Securities		69
Shares Eligible for Future Sale		70
Underwriting		72
Legal Matters		76
Experts		76
Where You Can Find More Information		76
Index to Consolidated Financial Statements		F-1

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About this Prospectus

You should rely only on the information contained in this prospectus and in any free writing prospectus. Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

Market and Industry Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Information Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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PROSPECTUS SUMMARY

This prospectus summary highlights certain information contained elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read the entire prospectus carefully, including the information under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included in this prospectus, before investing. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Information Regarding Forward-Looking Statements.” Unless the context otherwise requires, we use the terms “Unifoil,” the “Company,” “we,” “us” and “our” in this prospectus to refer to Unifoil Holdings, Inc., its wholly-owned subsidiary, Unifoil Corporation, and Unifoil Corporation’s wholly-owned subsidiary, Unifoil E.U., LLC.

Overview

We develop, design, manufacture and sell value-added paper and paperboard products for consumer goods packaging that are plastic free and 100% recyclable. Using our proprietary processing technology, we metalize paper without any lamination or film resulting in a custom product with a reflective metallic look or holographic eye-catching design. We believe that our UniLustre® metallizing product line is the only technology currently available to decorate paperboard without the need for an additional plastic substrate and is certified by Western Michigan University as recyclable in United States and by TU Darmstadt University as recyclable in Europe and Latin America. This environmentally friendly process, as compared to traditional decorating methods such as laminating, hot stamping or cold foiling, permits customers and end-users to recycle our paperboard with normal paper waste. We believe we are uniquely positioned with our manufacturing facilities in New Jersey, which serves our markets in the United States, Mexico and Canada, and Poland, which covers the European packaging market, to capitalize on the need for environmentally compliant decorated packaging in consumer product markets.

Our products can be utilized to produce a wide variety of packaging that is primarily used for toothpaste, beverage, cosmetic, blister and personal care packaging and extensively in gaming markets for playing cards and lottery tickets. We have provided end-user brand support, through our design and packaging, to leading consumer brands such as Anheuser-Busch, Procter & Gamble, Colgate-Palmolive, Unilever, Church and Dwight, GSK plc, Revlon, Scientific Games, British American Tobacco, R.J. Reynolds Tobacco and other Fortune 500 companies. For the past three years, our UniLustre sales have grown year-over-year, excluding growth from our recent Poland facility acquisition in July 2021, and we have been profitable. We have been in the printing and packaging business for more than 50 years.

Traditionally, decorated products have been laminates of either film and/or paperboard. The film carries the decoration, and the substrate provides the structure to these decorated products. This gives the final package the visual impact we see in today’s marketplace and creates product differentiation. Laminates of this sort are not recyclable, however, which has become a major issue both domestically and abroad. To address that problem, we developed and branded a process that allows our products to not only be 100% recyclable but also improves the visual clarity compared to traditional laminates. We call these products UniLustre® and Holographic UniLustre®. UniLustre products are manufactured with our proprietary technology that renders the final product “film free” and 100% recyclable. This decoration is not only plastic free but uses no chemicals because we only process with water-based additives. We use a vapor deposition of aluminum to achieve the reflection that is seen on our products. Most consumer product companies have committed to converting to recyclable packaging over time, and we believe UniLustre is a compelling option for these companies.

Our products are available in virtually any color and any finish and can be manufactured on substrates ranging from 25 lb. paper/3 mil plastic to 38-point paperboard. We can apply our products to paper, board, plastics or film and can pressure sensitize any product we make. Our customers can select from precision-slit rolls, optically registered sheets or pressure sensitive formats with our branding packages. Our large format capabilities produce rolls of paper up to 72 inches in diameter and 72 inches in width. For these large rolls of paper, we either split the large rolls into narrower rolls or cut the large rolls into sheets for shipment to the customer. Generally, we sell our products to printers and folding carton producers who print our paperboard and form the printed paperboard into folding cartons that will get filled with the product for sale to the consumer. For example, we produce the paperboard that is used for manufacturing the Colgate-Palmolive and Procter & Gamble toothpaste packages.

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We are dedicated to minimizing environmental impact, not only during our production, but also throughout our customers’ production, usage and manufacturing cycles as the world continues to respond to sustainability initiatives. We have a history of being environmentally conscious. Our metallized substrates are certified by all the chain of custody agencies, including the Forest Stewardship Council, the Sustainable Forestry Initiative, and the Program for the Endorsement of Forest Certification. Our UniLustre substrates have been certified by Western Michigan University, which is the industry accepted standard accreditation for recyclable products. Both of our manufacturing facilities are certified by the International Organization for Standardization (ISO).

Since we developed UniLustre in 1995, it has provided the marketplace with an alternative to film and foil laminations and is also 100% recyclable. As end-users have become more environmentally conscious and focused on environmental, social and governance (“ESG”) initiatives over the years, UniLustre has become more popular. We have since scaled production so that UniLustre maintains its same standard of sustainability while also maintaining approximately the same cost as many other currently existing packaging materials. Currently, 63.12% of our business is generated by our sales of UniLustre. Sustainability and ESG, especially in Europe, are in high demand, and we responded to the market by acquiring a printing facility in Poland in July 2021 to satisfy the demand in Europe for sustainable alternatives to film and foil laminations. We incorporated our wholly-owned subsidiary, Unifoil E.U., LLC, in June 2021 to acquire the Poland facility.

We strive to give our customers, which are primarily packaging and printing companies, and in turn, the end-user retailers, the highest levels of customer service by providing high quality products in a timely and cost-effective manner. We operate our business strategically and with broad flexibility to provide both our large and small customers with a wide spectrum of products that they need to successfully run and grow their businesses. We develop custom formulations and respond to market needs with innovative and environmentally friendly solutions.

We work side by side with our customers and frequently, the end-users, to respond to their unique needs and specifications and also help to simulate conditions to predict how our products will perform under real-world manufacturing conditions. It is our intention to provide our customers with packaging that sets them apart from their competition, and, to that end, we collaborate with each of our customers to develop the best options and solutions that are at our disposal without impacting the product differentiation desired for marketing. We believe that our more than 50 years of expertise in commercial printing services, applying highly aesthetic, specialty finishes on paper and plastic substrates, enables us to transform ordinary printing and packaging into an attractive visual experience, making our customers’ products to stand out and show at their best.

Our Business and Growth Strategy

The principal elements of our business and growth strategy are as follows:

Enhance Our Sustainability Initiatives. Our principal business objective is to enhance our sustainability initiatives with UniLustre® and UltraLustre products and meet the market’s demand for sustainable and environmentally friendly products. We believe that the sustainable characteristics of our products provide us with an opportunity to expand our long-term customer relationships and presence in key markets with current demand trends towards sustainability. In particular, UniLustre, our premium recyclable decorated substrate, is poised for growth with worldwide focus on ESG. We have already successfully converted a portion of our business from laminated products to UniLustre recyclable products. This has allowed us to expand our reach with our new Poland facility, and our global customers are now sourcing their needs from both of our facilities in New Jersey and Poland. We have been experiencing high levels of demand, currently operating with a four to six week backlog of orders, and during 2023 we had an increase in demand in both the United States and Europe for our UniLustre® product line.

Invest in Our Manufacturing Technology. We believe that within our key markets we have the most comprehensive product line of any major competitor and have a leading position in many of our key products. We expect to achieve long-term growth rates by leveraging our product line, strong product development capabilities and national, and international, geographic presence. An important part of our strategy is to continue making investments in new manufacturing technology in order to upgrade product capabilities, increase capacity lines, improve productivity and reduce overall product cost. Strategic acquisitions and upgrades to our current facilities will continue to be an important complement to our internal growth strategy. From the net proceeds of this offering, we intend to invest approximately $4.5 million into expanding our facilities by adding additional lines of operation.

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Accelerate the Marketing of Our Products Globally. Part of our strategy is to fully leverage the global demand for sustainable, recyclable packaging material by accelerating the marketing of our UniLustre products on a global scale. Currently, Europe is leading the United States with environmental requirements for packaging, but the United States is not too far behind. Many of our customers are multinational and have global needs. We installed additional capacity lines in our New Jersey facility in the second quarter of 2023 and we expanded our Poland facility capabilities in the fourth quarter of 2023.

Expand Our Holographic Film Capabilities In-House. We also have plans to integrate holographic film embossing in the United States as this process is currently outsourced to other specialized firms. Holographic film embossing is more labor and capital intensive than our other products, so contracting this out to a third party has been the most economically efficient way to produce it. We believe bringing this process in-house will increase our profit margins, help us to respond quickly to market demands and help control our supply of holographic materials.

Continue to Build Strategic Alliances for Production and Marketing. We intend to build our strategic alliances with printers, end-users and vertically-integrated converters into definitive collaborative business relationships as we continue to scale our business.

The Consumer Packaging Industry

On a global scale, the packaging industry is an economic generator. In a report from The Smithers Group, a global market leader in producing packaging industry reports, entitled “The Future of Global Packaging to 2024” (pub. December 2019), demand for the world packaging industry will reach $1.05 trillion by 2024 with a compound annual growth rate of 2.8%. Asia is the largest market of world packaging consumption, followed by North America and Western Europe. Consumer trends and industry trends for packaging drive this growth rate according to the report.

We work with large U.S. packaging companies that invest in innovation and research and development activities in the country in order to provide unique solutions for many packaging challenges. The differential growth across materials and formats drive the fundamental shifts in the packaging industry. In the United States, these differentials are a by-product of the changing consumer behaviors and product innovation within the market.

Packaging solutions are used across various industries, such as food and beverage, cosmetics and healthcare. Packaging has gained significant traction in different industries due to its advantages, such as long shelf-life and durability. Packaging is an all-encompassing industry term for the technology and design work going into protecting or enclosing every sort of product destined for storage, shipping and sales. Packaging also takes in the product manufacturer’s marketing efforts. For consumer product companies, the way they package their products signifies their brand. We believe consumer product companies view the aesthetic qualities of their packaging as an essential part of their marketing.

Every industry has megatrends and overall changes in the marketplace that affect manufacturers’ product placement and presentation. More and more brands are beginning to target niche markets with their packaging. Personalized packaging was a top packaging trend in 2022 as it allowed individuals to identify with a brand’s product.

Our Packaging Products

We offer a wide selection of high-quality, cost effective packaging products. Decorated substrates include paper, paperboard, synthetic papers and plastic. In addition to metallic silver, we are a leading producer of holographic patterns both standard and custom and the leader in registered holographic and registered fresnel lens finishes. We work in close collaboration with our customers and end-users to develop products to meet their unique individual business needs. The major categories of our products include:

UniLustre® products are our proprietary paper and board substrate that delivers visual impact of foil and film laminates with none of the environmental or production challenges. UniLustre lets designers and packaging specifiers create the impactful, dynamic designs that grab consumers’ attention. From a production standpoint, UniLustre prints, scores and folds as easily as paper. UniLustre papers and boards are ideal for cosmetic, personal care, beverage, confection and retail goods packaging due to its leak-proof capabilities. UniLustre is also water-based, as it is manufactured without any chemicals or plasticizers. We believe this product makes point-of-purchase and specialty printing more attractive than other materials on the market.

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UniLustre is non-laminated, film-free, solvent-free and recyclable. UniLustre can also be made from post-consumer waste. We believe it satisfies sustainability initiatives of consumer product companies as the materials contribute to source reduction, use less energy and fewer materials and compared with other packaging products, are less expensive to ship and can significantly reduce a company’s carbon footprint.

UniLustre products are available in metallic silver, stock and custom holographic patterns and with advanced holographic security options. UniLustre can be applied selectively to the substrate through our proprietary process. We can also add color and embossing to design options creating a large array of options for our customers. Additionally, UniLustre can be applied to a variety of paperboard substrates so it is optimal for packaging, cards, POS, signage and displays.

UniLustre accounted for approximately 63.1% and 51.0% of our sales in 2023 and 2022, respectively. No other single product has accounted for more than 10% of our sales during any of these prior periods.

UltraLustre® products are our proprietary, 100% recyclable, plastic or synthetic substrates that allow us to decorate holographic images directly onto a plastic substrate (such as a plastic cut). The ensuing product is as recyclable as the plastic substrate itself. UltraLustre is ideal to use in in-mold label applications as it obviates the need for adhesive labels, and the absence of lamination alleviates any possibility of curling or wrinkling. We do not believe that any other company has a product equivalent to ours, nor do we believe there is another product that can match UltraLustre’s ability because our product delivers the visual impact of foil and film laminates without the environmental and production challenges. The absence of lamination allows for recycling of the final product and for regrinding of manufacturing rejects. UltraLustre provides designers and packaging specifiers the ability to take their ideas to the next level, and we believe it delivers a true on-shelf marketing advantage.

UltraLustre products are available in metallic silver, stock and custom holographic patterns and with advanced holographic security options. UltraLustre can be applied selectively to the substrate through our proprietary process. We can also add color and embossing to design options creating a large array of options for our customers. These products differ from UniLustre as they are used for synthetic papers and plastic.

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Recyclable UltraLustre® products are designed to satisfy the sustainability initiatives of consumer product companies. Recyclable UltraLustre is non-laminated, film-free and compatible with recyclable and regrindable in-mold labeling and in-mold decorating applications. The primary uses for Recyclable UltraLustre are injection molded and blow molded applications. UltraLustre materials contribute to source reduction, use less energy and fewer materials than other packaging products, cost less to ship and can significantly reduce a company’s carbon footprint. UltraLustre, like all of our products, can be used on a variety of substrates between 2- to 36-gauge thicknesses, making it ideal for cups, blow molded containers, transaction cards, tubes, food packaging, signage and displays.

Unifilm®, our traditional film-based product, is available in virtually any color and finish and can be manufactured on substrates ranging from 25 lb. paper/3 mil plastic to 38-point board or plastic and other specialty substrates. Unifilm can be applied to paper, board, plastics or film and pressure sensitizes any product that we make. Unifilm is available in precision-slit rolls, optically registered sheets or pressure sensitive formats.

Uniblock™ provides a solution for printed applications where opacity is paramount. Uniblock is a proprietary, black adhesive compound that seals layers together and eliminates light passing through. Uniblock is ideal for applications such as playing cards, pressure sensitive window signage and opaque barriers.

All of our holographic raw materials are procured from outside suppliers. However, we have capital projects and personnel in place to expand our capabilities by integrating the embossing of holographic films process in-house. The embossing process is expensive to outsource, and it is our intention to manufacture it ourselves, which will add significant margin to our existing business and offer additional reach into emerging opportunities.

Our holographic prints deliver a detailed level of depth and movement in packaging, point-of-purchase displays, shelf signage and other specialty print applications. Our holographic prints can also deliver security and authentication protection for advanced security applications. Our custom holographic patterns are available on all of our UniLustre, UltraLustre and Unifilm products.

Our Sales, Marketing, Customers and End-Users

We employ salespeople in New Jersey, Texas and Massachusetts, as well as internationally in Poland and the United Kingdom. Currently, we have five dedicated salespeople. We sell roughly 10% of our products through brokers. We launched our website and digital marketing campaign in the fourth quarter of 2022. Our sales and marketing strategy encompasses two parallel paths. Ideally, we sell to who we consider to be the end-user — for example, Procter & Gamble. We also market our product to “end-users” like Procter & Gamble, such that if we are successful, they will specify our product for their contracted printers.

We offer pricing to the end-user, which can help our customers eliminate the negotiation and potential markup from a printer. Our aim is to have end-users request our product from their contracted printers. We also sell directly to printers for accounts that they have secured. Regardless of how we market, we always ship directly to and invoice the printer. We do not have formal written agreements with our customers or end-users, except for our memorandum of agreement with PaperWorks Industries, Inc. All other orders are repeat jobs governed by the sales acknowledgment we send to every customer in response to their purchase orders on an individual job basis. Specifically, customers provide us the purchase order and, for every order, we return our sales acknowledgment, which confirms the order’s quantity, price, shipping date and description of product, and contains certain intellectual property provisions, conditions, warranty and other terms customary to this type of service.

Our customers’ orders are either in rolls of paper or sheets of paper, both of which are sold by the lineal foot. Sheets costs more to produce, both because of the process involved to make sheets of paper out of the rolls of paper, but also due to the higher raw material cost associated with the sheets. Further, sheets are generally more expensive to the customer because they can also be holographic, and provide further customization options than when a customer orders rolls of paper. Whenever possible, we pass-through this increased manufacturing cost to our customers. However, because some of the increased costs of producing sheets are not passed through to our customers, when customers’ orders of sheets increase compared to orders of rolls, we are able to capture some of the higher price of sheets and generate more revenue.

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care market, most of our sales in this market are to PaperWorks Industries, Inc. In the field of folding carton suppliers, which encompasses single layer cartons that feel similar to cardstock, there has been significant consolidation. We intend to leverage these existing relationships in order to continue to grow in this area. In 2023, approximately 16.0% of our sales were international. We intend to expand productivity in the international marketplace as we increase the capabilities of our Poland facility.

Our customer base is dispersed across different geographic areas with generally short payment terms. We routinely assess the financial strength of our customers. Our three primary customers in 2023 were PaperWorks Industries, Inc., International Gaming Technologies, and Scientific Games Inc., each of which accounted for approximately $7.2, $5.2 and $5.4 million of our sales, respectively, and accounted for approximately 65.5% of our sales, collectively, for the year ended December 31, 2023. Our three primary customers in 2022 were PaperWorks Industries, Inc., International Gaming Technologies, and Scientific Games Inc., each of which accounted for approximately $10.6, $4.3 and $3.2 million of our sales, respectively, and accounted for approximately 59.9% of our sales, collectively, for the year ended December 31, 2022.

Below were our top end-users, customers and sales percentages in 2023 and 2022:

End-User	Customer	Packaging Market	Percentage of Sales 2023		Percentage of Sales 2022
Procter & Gamble	PaperWorks Industries, Inc.	Oral Care/Cleaning	27.9	%	28.7	%
State lottery agencies	Scientific Games Inc.	Lottery	19.9	%	10.2	%
State lottery agencies	International Gaming Technologies	Lottery	19.1	%	14.2	%
Colgate-Palmolive	PaperWorks Industries, Inc.	Oral Care	3.0	%	3.8	%
Oral-B	Sunoco LP	Blister Cards	3.4	%	5.8	%
Diageo	Multipackaging Solutions/WestRock Company	Liquor	5.3	%	6.4	%
Novartis	Colbert Packaging	Eye Care	5.4	%	4.0	%
Anheuser-Busch; Colgate-Palmolive	Graphic Packaging International	Liquor/Oral Care	1.0	%	5.7	%
Unilever	Mainline		8.7	%	5.3	%

Our Competitive Strengths

We are a high volume, low cost, environmentally conscious producer that is able to satisfy both large and small volume orders with enough capacity to also handle our customer base’s needs. Our main goal is to offer product differentiation, branding and high-quality packing materials without any capital expenditure or tooling costs for our customers or their printers.

We believe our focus in sustainability has provided us an edge against competitors. For instance, cold foil technology is an alternative to UniLustre. This technology uses a printing press and is not 100% recyclable like our product. Further, our products provide more value to the customer compared to their respective alternatives. Other technologies, such as hot stamping, only decorate 10% of the package, while our metallized substrate technologies have the ability to decorate up to 100% of the package. Sustainability is also present in the amount of film and aluminum used in our products. While we use film in the UniLustre process, we remove it, regrind it and reclaim it for future usage so that there is zero waste. By applying our chemistry processes to a clear and very thin polyester film, which is then metallized in a vacuum that disperses the aluminum to the product, we minimize the amount of aluminum utilized. By using our methods and technologies, we can cover two football fields worth of packaging with a nominal amount of aluminum.

We believe the following competitive strengths differentiate us from our competitors and drive our success:

• We offer 100% recyclable, sustainable and repulpable (reusable) substrates.

• From our certification by Western Michigan University, we are in the forefront for creating sustainable brilliant substrates.

• Our reach in the United States and Europe offers large consumer product companies the ability to standardize their packaging globally.

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• We have been able to scale UniLustre such that it is positioned to manufacture at a low cost while selling at a premium.

• We believe that we have more capacity and capability than any direct competitor in our market.

• Our management and manufacturing teams are highly experienced, and we have been in the packaging business for more than 50 years.

Recent Developments

Bridge Financing

From September 2022 to December 2022, we received gross proceeds of $500,000 from a private placement of convertible promissory notes (the “Bridge Financing”), pursuant to the terms of a subscription agreement with seven accredited investors. The convertible notes mature on October 19, 2025 (unless earlier converted) and bear interest at a rate of 10% per annum. The convertible notes will automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into 181,820 shares of our common stock at a conversion price of $2.75 per share. The holders of our convertible notes will own approximately 1.3% of the outstanding shares of our common stock following this offering.

We used the net proceeds of the Bridge Financing to fund our continuing working capital and capital expenditure requirements leading up to this offering. Boustead Securities, LLC, the representative of the several underwriters of this offering, served as the lead placement agent for the Bridge Financing, and Sutter Securities, Inc., an underwriter in this offering, served as a placement agent for the Bridge Financing. Boustead received fees and reimbursement of expenses in an aggregate amount of $90,000 and is entitled to receive warrants to purchase 12,728 shares of our common stock. Sutter Securities, Inc. received fees and reimbursement of expenses in an aggregate amount of $7,635.

Conversion of Debt

On November 1, 2023, the Company and certain debt holders entered into conversion agreements (the “Conversion Agreements”), pursuant to which $8,259,328 of our existing debt owed to certain individuals (see “Certain Relationships and Related Party Transactions” section below for more details on this existing debt) was agreed to be converted into shares of our common stock at a price per share equal to $2.75 per share (the “Debt Conversion”). Subsequently, on January 12, 2024, in connection with the amended and restated Conversion Agreements (the “Amended Conversion Agreements”), which modified the Debt Conversion price to $5.00 per share, our board of directors approved the issuance of 1,651,866 shares of our common stock in connection with the execution of the Amended Conversion Agreements.

Selected Risks Associated with Our Business

Investing in our common stock involves a high degree of risk. You should carefully consider all the information in this prospectus prior to investing in our common stock. These risks are discussed more fully in the section entitled “Risk Factors” immediately following this prospectus summary. These risks and uncertainties include, but are not limited to, the following:

• we have significant debt, which could adversely affect our financial condition and ability to operate our business;

• our business is impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs, trade and similar matters, which are out of our control and can adversely affect our business, financial condition and results of operations;

• we operate in the highly competitive packaging market, and these competitive pressures could result in reduced revenues and profitability with price and performance competition;

• we are subject to strict environmental, health and safety laws, regulations and permits in connection with the disposability and recyclability of our packaging and paper products, and we could incur significant costs in complying with, or liabilities and obligations related to, such laws, regulations and permits;

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• if we fail to maintain satisfactory relationships with our major customers and end-users, our results of operations could be adversely affected;

• loss of any of our key manufacturing equipment or facilities or equipment failure could have an adverse effect on our financial condition or results of operations;

• we depend on a small number of suppliers for our raw materials and any interruption in our supply of raw materials would harm our business and financial performance;

• war, terrorism, other acts of violence or natural or manmade disasters such as the COVID-19 pandemic and associated responses could adversely impact our business and results of operations;

• government regulations and judicial decisions affecting products we produce or the products contained in the products we produce could significantly reduce demand for our products;

• we are exposed to risks related to international sales and operations; and

• our executive officers and directors, and their affiliated entities, own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval.

Corporate Information and Incorporation

We were founded in 1971 in New Jersey by acquiring our lamination business from Anaconda Aluminum Company based in Louisville, Kentucky. We incorporated in New Jersey on March 28, 1980, under the name George J. Barenholtz Associates, Inc. We changed our name to GJB Associates, Inc. on August 5, 1980, and, again, to Unifoil Holdings, Inc. in December 2000.

Effective October 6, 2023, we reincorporated from the State of New Jersey to the State of Nevada (the “Reincorporation”). The Reincorporation was achieved through a merger of the Company with and into a newly formed entity, Unifoil Holdings, Inc., a Nevada corporation (“Unifoil Nevada”), pursuant to a Plan of Merger, which was unanimously approved by our board of directors on September 7, 2023, and subsequently approved by a majority of our shareholders at a special meeting held on September 22, 2023.

Our principal executive office is located at 12 Daniel Road East, Fairfield, New Jersey, 07004. Our phone numbers are (973) 244-9900 and (800) 596-5600. Our European headquarters is located at Mialki Szlak 52 Hala D 80-717, Gdansk, Poland. Our phone number in Poland is (0048) 58-683-60-30. Our corporate website is located at www.unifoil.com. Information on our website is not part of this prospectus.

Controlled Company

A controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. We are a controlled company because Raghunathan Sarma holds more than 50% of our voting power, and we expect we will continue to be a controlled company upon the completion of this offering. Mr. Sarma will continue to own over 50% of our outstanding common stock after this offering until Mr. Sarma no longer has voting control over 1,015,000 shares of our common stock held by George Barenholtz, a director of our company, pursuant to a proxy agreement dated November 4, 2022, by and between Mr. Sarma and Mr. Barenholtz, which agreement will terminate on the date that our common stock is “actively traded” on the NYSE American, as such term is defined in the proxy agreement.

For so long as we remain a controlled company, we are exempt from the obligation to comply with certain NYSE American corporate governance requirements. The controlled company exemptions do not apply to the audit committee requirement or the requirement for executive sessions of independent directors. We are required to disclose in our annual report that we are a controlled company and the basis for that determination. Although we do not plan to take advantage of the exemptions provided to controlled companies, we may in the future take advantage of such exemptions.

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Summary of the Offering

Securities being offered by us:		2,000,000 shares
Shares of common stock outstanding prior to the offering:		12,027,326 shares(1)
Shares of common stock to be outstanding after the offering:		14,209,146 shares
Over-allotment option:		We have granted to the underwriters a 45-day option to purchase from us up to an additional 15% of the shares of common stock sold in this offering (300,000 additional shares) at the initial public offering price, less the underwriting discounts and commissions.
Use of proceeds:		We expect to receive net proceeds of approximately $5,510,000 from this offering (or approximately $6,560,000 if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $3.50 per share (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus), and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We plan on using the net proceeds from this offering as follows: (i) approximately $4.5 million to expand into a new facility in South America by adding an additional line of operation, (ii) approximately $400,000 to upgrade and centralize our computer system for our facilities, and (iii) approximately $500,000 to increase our product marketing and promotion and seek additional sales channels, with the remaining proceeds to be used for working capital and general corporate purposes, including capital expenditures for facility improvements. Our management will retain broad discretion over the allocation of the net proceeds from this offering. See “Use of Proceeds.”
Lock-up Agreements:		Our executive officers, directors and shareholders holding at least 5% of our outstanding shares of common stock have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 365 days after the date of this prospectus. Our shareholders holding between 1% and 4.99% of our outstanding shares of common stock have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 180 days after the date of this prospectus. See “Underwriting — Lock-Up Agreements.”
Risk factors:		Investing in our shares of common stock involves a high degree of risk and purchasers of our common stock may lose their entire investment. See “Risk Factors” and the other information included and incorporated by reference into this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our shares.
Proposed NYSE American symbol:		We have been approved to list our shares of common stock for trading on the NYSE American under the symbol “UNFL.”

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(1) The number of shares of our common stock outstanding prior to this offering does not include the following:

• 181,820 shares of common stock issuable upon conversion of convertible promissory notes outstanding at a conversion price of $2.75 per share, which conversion will occur upon the effectiveness of this offering; and

• up to 140,000 shares of common stock issuable upon exercise of the representative’s warrants, which are expected to be issued in connection with this offering.

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Summary Consolidated Financial Information

The following tables summarize certain financial data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have derived the summary financial information for the years ended December 31, 2023 and 2022 from our audited consolidated financial statements and related notes, each included at the end of this prospectus.

All financial statements included in this prospectus are prepared and presented in accordance with generally accepted accounting principles in the United States. The summary financial information is only a summary and should be read in conjunction with our historical consolidated financial statements and related notes contained elsewhere herein. The financial statements contained elsewhere fully represent our financial condition and operations; however, they are not indicative of our future performance.

Statement of Operations Data:

	YEAR ENDED DECEMBER 31,
	2023			2022
Sales	$	27,232,493		$	30,216,998

Cost of Sales
Direct manufacturing costs		15,660,985			18,667,239
Indirect manufacturing costs		6,297,046			6,809,961
Total cost of sales		21,958,031			25,477,200
Gross Profit		5,274,462			4,739,798

Operating Expenses
Selling, general, and administrative expenses		3,399,786			2,971,189
Total operating expenses		3,399,786			2,971,189
Operating Income		1,874,676			1,768,609

Other Income (Expense)
Interest expense		(1,217,630	)		(885,193	)
Total other income (expense)		(1,217,630	)		(885,193	)
Income before taxes		657,046			883,416
Income tax expense		487,374			117,111
Net Income		169,672			766,305
Other comprehensive loss – cumulative translation adjustment		9,031			(6,600	)

Total comprehensive income	$	178,703		$	759,705
Weighted-average basic shares outstanding		12,027,326			10,375,460
Basic and diluted earnings per share	$	0.01		$	0.07

	As of December 31, 2023
Balance Sheet Data:	Actual		Pro Forma(1)		Pro Forma, As Adjusted(2)
Total current assets	$	12,040,618	$	12,040,618	$	17,550,618
Working capital(3)	$	2,213,815	$	2,213,815	$	7,723,815
Total assets	$	26,885,365	$	26,885,365	$	32,395,365
Total liabilities	$	22,349,809	$	21,849,809	$	21,849,809
Total stockholders’ equity (deficit)	$	4,535,556	$	5,035,556	$	10,545,556

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(1) The pro forma data reflects 181,820 shares to be issued in connection with the conversion of the Convertible Notes. The pro forma information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

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(2) The pro forma, as adjusted data gives effect to the pro forma adjustments described in footnote (1) above and the sale of 2,000,000 shares of our common stock in this offering at the assumed initial public offering price of $3.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us, from which we expect to receive net proceeds of approximately $5,510,000. The pro forma, as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

(3) We define working capital as current assets less current liabilities.

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RISK FACTORS

An investment in our shares of common stock involves significant risks. Before making an investment in our shares of common stock, you should carefully consider the risks and uncertainties discussed below under “Information Regarding Forward-Looking Statements,” and the specific risks set forth herein. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends. In any such case, the market price of our shares of common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We have significant debt, which could adversely affect our financial condition and ability to operate our business.

We have approximately $10 million of outstanding indebtedness following the Debt Conversion. The majority of our indebtedness is made up by related party promissory notes, including the various promissory notes with Raghunathan Sarma dating back to 2010 (collectively, the “Sarma Notes”). Mr. Sarma has loaned us an aggregate principal amount of approximately $15.3 million. As of May 6, 2024, we are not in default of any of the Sarma Notes. On November 11, 2023, $8 million of the aggregate outstanding principal of the Sarma Notes was converted into shares of our common stock in connection with the Debt Conversion; however, following the Debt Conversion, the aggregate outstanding principal and interest balance of the Sarma Notes remains at approximately $6.8 million, a substantial portion of which is secured (see “Certain Relationships and Related Party Transactions” below for more information on the Sarma Notes).

The Sarma Notes accrue interest at varying rates and compound on a monthly basis. We will be in default of the Sarma Notes if we are unable to meet our monthly payment obligations. If we are unable to meet these obligations, we would be in default on each of the Sarma Notes, which would have a severe material adverse effect on our ability to operate our business.

Our debt level and related debt service obligations:

• require us to dedicate significant cash flow to the payment of principal of, and interest on, our debt, which will reduce the funds we have available for other purposes, including working capital and capital expenditures;

• may limit our flexibility in planning for, or reacting to, changes in our business and market conditions or in funding our strategic growth plan;

• impose on us financial and operational restrictions; and

• expose us to interest rate risk on our debt obligations bearing interest at variable rates.

These restrictions could adversely affect our financial condition and limit our ability to successfully implement our growth strategy.

In addition, we may need additional financing to support our business and pursue our growth strategy, including for strategic acquisitions. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and, in the case of equity and equity-linked securities, our existing shareholder may experience dilution.

Our business is impacted by fluctuations in raw material and paperboard costs, including the impact of tariffs, trade and similar matters, which are out of our control and can adversely affect our business, financial condition and results of operations.

Fluctuations in raw material costs can adversely affect our business, financial condition and results of operations. Raw material costs represent a significant portion of our cost of sales. The primary raw materials used in our products are plastic resins (principally polylactic acid, polyvinyl chloride, polypropylene, polyethylene, polystyrene and polyethylene terephthalate), aluminum, fiber (principally recycled newsprint, raw wood and wood chips) and paperboard (principally cartonboard and cupstock).

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The prices of many of our raw materials have fluctuated significantly in recent years. Raw material price fluctuations are generally due to movements in commodity market prices although some raw materials, such as wood, may be affected by local market conditions (including weather) as well as the commodity market. We typically do not enter into long-term purchase contracts that provide for fixed prices for our principal raw materials. While we regularly enter into hedging agreements for some of our raw materials and energy sources, such as resin (or components thereof), natural gas and diesel, to minimize the impact of such fluctuations, these hedging agreements do not cover all of our needs, and hedging may reduce the positive impact we may otherwise receive when raw material prices decline.

In addition, over the last several years, there has been a trend toward consolidation among suppliers of many of our principal raw materials, and we expect that this trend will continue. Consolidation among our key suppliers could enhance their ability to increase prices, forcing us to pay more for such raw materials. We may be unable to pass on such cost increases to customers which could result in lower margins or lost sales.

Our memorandum of agreement with PaperWorks Industries, Inc. (“PWI”) includes raw material cost pass-through mechanisms, which mitigate the impact of changes in raw material costs; however, the contractual price changes do not occur simultaneously with raw material price changes. Due to differences in timing between purchases of raw materials and sales to PWI, there is often a “lead-lag” effect during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Moreover, many of our sales are not covered by such pass-through mechanisms, and while we also use price increases, whenever possible, to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements, we often are not able to pass on cost increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the cost increases.

A major challenge we may face is a supply shortage of paperboard across the market. We do not currently have any supply contracts with any vendors for paperboard. We use paperboard in 100% of our products, so any delay in our supplies can delay our production. We have no ability to anticipate when this challenge may be alleviated, and it is possible that a paperboard shortage could have a material adverse effect on our operations.

In an effort to mitigate the impact of supply chain disruptions to our operations, in addition to increasing the pricing of certain products commensurate with our costs, we rely on multiple suppliers for all of our films and foils, including both domestic and international suppliers. We prefer domestic suppliers as they have the capability of reacting quickly to changes in the marketplace and absorbing these effects so business can continue as usual. Lead time and cost of transport can have a significant impact on our industry so domestic suppliers’ ability to absorb change because of their close geographical location and resultant uncomplicated supply chain is beneficial to us. Overall, our films are not costly to ship and we do bring in films and foils from foreign suppliers, primarily from Turkey and India. Supplies from these countries, in general, present significant cost savings as well as quality benefits. Additionally, we maintain significant inventory for repeat and/or well-forecasted business.

The cost of raw materials and other goods and services required to operate our business are also impacted by governmental actions, such as tariffs and trade sanctions. For example, the recent imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to U.S. trade policies, which have impacted the cost of certain raw materials, including aluminum and resin, and other goods and services required to operate our business. Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations.

Our business is impacted by fluctuations in energy and freight costs, which are out of our control and can adversely affect our business, financial condition and results of operations.

We are dependent on different sources of energy for our operations, such as coal, fuel oil, electricity and natural gas. For example, we are susceptible to price fluctuations in natural gas as it incurs significant natural gas costs to convert raw wood and wood chips to liquid packaging board. An increase in the selling prices for the products we produce resulting from a pass-through of increased raw material costs or freight costs could also have an adverse impact on the volume of units we sell. Further, if some of our large energy contracts were to be terminated for any reason or not renewed upon expiration, or if market conditions were to substantially change resulting in a significant increase in the price of coal, fuel oil, electricity and/or natural gas, we may not be able to find alternative, comparable suppliers or suppliers capable of providing coal, fuel oil, electricity and/or natural gas on terms or in amounts satisfactory to us. As a result of any of these events, our business, financial condition and operating results may suffer.

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In addition, we are dependent on third parties for the transportation of both our raw materials and other products that we purchase for our operations and the products that we sell to our customers. In certain jurisdictions, we are exposed to import duties and freight costs, the latter of which is influenced by carrier availability and the fluctuating costs of oil and other transportation costs.

Our Poland facility is currently oversold and needs more capacity to be profitable.

Our Poland facility is currently oversold and needs more capacity. We have plans to add significant capital equipment in this facility and our New Jersey facility over the next 18 months to address these issues. However, if we are unable to raise capital when needed, and on commercially reasonable terms, we could be forced to delay, reduce or eliminate the expansion of our facilities. This would greatly hinder any future commercialization efforts and could significantly harm our business, financial condition and prospects.

Severe supply chain disruption that affects the supply of raw materials used by us would harm our business and financial performance.

Some of our key raw materials, such as paper, are sourced from a single supplier or a relatively small number of suppliers. As a consequence, we are dependent on these suppliers for an uninterrupted supply of our key raw materials. Such supply could be disrupted for a wide variety of reasons, many of which are beyond our control. We have no written contracts with our suppliers. Rather, we use purchase orders, and therefore in the event of a supply disruption, our company would have to locate and establish relationships with new suppliers. An interruption in the supply of raw materials for an extended period of time could have an adverse impact on our business and results of operations.

Consolidation in the North American paperboard and converting industry may adversely affect our business.

The ongoing consolidation of paperboard and paperboard converting businesses, including through the acquisition and integration of such converting businesses by larger competitors of ours, could result in a loss of customers and sales in our paperboard business. A loss of paperboard customers or sales as a result of consolidations and integrations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we fail to maintain satisfactory relationships with our major suppliers, end-users and customers, our results of operations could be adversely affected.

Many of our customers and end-users are large and possess significant market leverage, which results in significant downward pricing pressure and often constrains our ability to pass through price increases. We sell the majority of our products under multi-year agreements with customers, although some of these agreements may be terminated at the convenience of the customer on short notice; the balance of our products are sold on a purchase order basis without any commitment from the customers to purchase any quantity of products in the future. If our major customers reduce purchasing volumes or stop purchasing our products, our business and results of operations would likely be adversely affected. It is possible that we will lose customers in the future, which may adversely affect our business and results of operations.

Over the last several years, there has been a trend toward consolidation in the folding carton supplier industry, and we expect that this trend will continue. Consolidation among our suppliers could increase their ability to apply price pressure, and thereby force us to reduce our selling prices or lose sales, which would impact our results of operations. Following a consolidation, our suppliers in the folding carton industry may also close production facilities, or decide to operate in-house to lower their costs, while our end-users in the oral care or lottery industries may close stores, reduce inventory or switch suppliers for their products. Any of these actions could adversely impact the sales of our products.

We have been highly dependent on indirect sales of our products to Procter & Gamble (“P&G”), an end-user, through our memorandum of agreement with PWI. Approximately 26.5% and 35.0% of our sales for fiscal 2023 and 2022, respectively, resulted from indirect sales of our products to P&G. Therefore, at present, a significant portion of our business depends largely on the success of P&G in the consumer marketplace. Our business could be adversely affected if P&G’s share of the consumer market declines or if its customer base is eroded. A decision by P&G or PWI to discontinue or limit its relationship with us could have a material adverse effect on our business, financial condition and results of operations.

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Additionally, a significant portion of our sales is earned in connection with indirect sales of our products to states’ lottery agencies, end-users, through our relationships with our customers, Scientific Games Inc. and International Gaming Technologies. For fiscal 2023 and 2022, sales attributable to states’ lottery agencies represented approximately 39.0% and 24.9%, respectively, of our sales. A decision by one or more states’ lottery agencies or these customers to discontinue or limit its relationship with us could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks related to international sales and operations, which could adversely affect our international revenues and financial condition.

We derived approximately 15.5% of our sales during the year ended December 31, 2023 from outside the United States through international operations, some of which were transacted in U.S. dollars. We derived approximately 19% of our sales in 2022 from outside the United States. Our operating results and business prospects could be adversely affected by risks related to Poland, where we have a manufacturing facility, and the countries outside the United States in which we sell our products. We are exposed to risks of operating in another country, as well as others, including, but not limited to, risks associated with:

• the difficulties with and costs of complying with a wide variety of complex laws, treaties and regulations;

• unexpected changes in political or regulatory environments; earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs, exchange controls or other restrictions;

• repatriating cash from foreign countries to the United States;

• political, economic and social instability;

• import and export restrictions and other trade barriers;

• responding to disruptions in existing trade agreements or increased trade tensions between countries or political and economic unions;

• maintaining overseas subsidiaries and managing international operations;

• obtaining regulatory approval for significant transactions;

• government limitations on foreign ownership or takeovers, nationalizations of business or mandated price controls;

• fluctuations in foreign currency exchange rates; and

• transfer pricing.

We are subject to taxation in the United States and also one non-U.S. jurisdiction. We base our tax returns on our interpretation of tax laws and regulations in effect; however, governing tax bodies may disagree with certain of our tax positions, which could result in a higher tax liability.

Any one or more of these risks could adversely affect our international operations and our results of operations, cash flows and financial condition, and the trading price of our common stock.

Loss of any of our key manufacturing equipment or facilities or equipment failure could have an adverse effect on our financial condition or results of operations.

The loss of the use of all or a portion of our two manufacturing facilities due to an accident, labor issues, weather conditions, pandemics, terrorism, natural disaster or otherwise, could have a material adverse effect on our financial condition or results of operations. Certain of our products are produced at only one or at a small number of facilities, increasing the risks associated with a loss of use of such facilities. Facilities may from time to time be impacted by adverse weather and other natural events, and the prolonged loss of a manufacturing facility due to such events could have a material adverse effect on our business. In addition, certain of our equipment requires significant effort to maintain and repair, and prolonged down-time due to equipment failure or loss could have a material adverse effect on our business.

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The conflict in Ukraine and macroeconomic pressures in the markets in which we operate may adversely affect our financial results.

Geopolitical issues around the world can impact macroeconomic conditions and could have a material adverse impact on our financial results. For instance, the ultimate impact of the conflict in Ukraine on fuel prices, inflation, the global supply chain and other macroeconomic conditions is unknown and could materially adversely affect global economic growth, disrupting discretionary spending habits and generally decreasing demand for our products and services. While we do not provide products to Russia, it is a significant global producer of fuel, nickel, and copper. Disruptions in the markets for those inputs could negatively impact the global and domestic economy.

While the demand of our services in the United States and Europe have not yet been affected by the conflict in Ukraine and higher fuel prices, we cannot predict the impact that the conflict may have in the future on the demand of our products, especially in Europe. In addition, as a result of the conflict in Ukraine, energy costs at our Poland facility may increase and supply chain disruptions may occur, both of which may also affect our financial results.

European mills that supply our European facility are deeply concerned about a potential energy crisis that could result from the conflict between Russia and Ukraine. The conflict between these two countries has already caused higher energy prices, which continued into 2023. The uncertain nature, magnitude, and duration of hostilities stemming from the conflict between Russia and Ukraine have contributed to increased market volatility and uncertainty, which could have an adverse impact on macroeconomic factors that affect our business and could amplify the existing challenges we face. The extent and duration of this conflict, sanctions and resulting market and supply chain disruptions are highly unpredictable but could be substantial. Any such disruptions may also magnify the impact of other risks described in this registration statement.

Supply of faulty or contaminated products could harm our reputation and business.

Our failure to produce products that meet safety and quality standards could result in adverse effects on consumer health, litigation exposure, loss of market share and adverse financial impacts, among other potential consequences, and we may incur substantial costs in taking appropriate corrective action (up to and including recalling products from end consumers) and to reimburse customers and/or end consumers for losses that they suffer as a result of these failures. Our actions or omissions with respect to product safety and quality could lead to regulatory investigations, enforcement actions and/or prosecutions, and result in adverse publicity, which may damage our reputation. Any of these results could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock.

The widespread use of social media and networking sites by consumers has greatly increased the speed and accessibility of information dissemination. Negative publicity, posts or comments on social media or networking sites about us, whether accurate or inaccurate, or disclosure of non-public sensitive information about us, could be widely disseminated through the use of social media. Such events, if they were to occur, could harm our image and adversely affect our business, as well as require resources to rebuild our reputation.

We operate in the highly competitive packaging market, and these competitive pressures could result in reduced revenues and profitability with price and performance competition.

We operate in highly competitive markets. The following companies, among others, compete with us: Dart Container Corporation, Huhtamäki Oyj, Berry Global Group, Inc., Genpak, LLC, Sonoco Products Company, The Paper Excellence Group and Resolute Forest Products Inc., Stora Enso Oyj, Amcor plc, Sealed Air Corporation, Silgan Holdings Inc., SIG Combibloc Group AG and Elopak UK Limited. Some of our competitors have significantly higher market shares in select product lines than we do globally or in the geographic markets in which we compete. Some of our competitors offer a more specialized variety of materials and concepts in select product lines and may serve more geographic regions through various distribution channels. Some of our competitors may have lower costs or greater financial and other resources than we do and may be less adversely affected than we are by price declines or by increases in raw material costs or otherwise may be better able to withstand adverse economic or market conditions.

In addition to existing competitors, we also face the threat of competition from new entrants to our markets. To the extent there are new entrants, increasing or even maintaining our market shares or margins may be more difficult. In addition to other suppliers of similar products, our business also faces competition from products made from other substrates. The prices that we can charge for our products are therefore constrained by the availability and cost of

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substitutes. We are subject to the risk that local competitors following lower social responsibility standards may enter the market with lower compliance, labor and other costs than ours, and we may not be able to compete with such companies for the most price-conscious customers.

The combination of these market influences has created a competitive environment in which product pricing (including volume rebates and other items impacting net pricing), quality and service are key competitive factors. Our customers continuously evaluate their suppliers, often resulting in downward pricing pressure and increased pressure to continuously introduce and commercialize innovative new products, improve quality and customer service and maintain strong relationships with our customers. We may lose customers in the future, which would adversely affect our business and results of operations. These competitive pressures could result in reduced net revenues and profitability and limit our ability to recover cost increases through price increases and, unless we are able to control our operating costs, our gross margin may be adversely affected.

Our business could be harmed by changes in consumer preferences and health-related and environmental or sustainability concerns.

Many of our products are used by consumers in connection with our oral care, scratch lotteries and liquor products. Any reduction in consumer demand for those products as a result of environmental, health or personal preference considerations could have a significant impact on our customers and, as a result, on our financial condition and results of operations. This includes the demand for the products that we make, as well as demand for our customer’s products. Additionally, there is increasing concern about the environmental impact of the manufacturing, shipping and/or use of single-use packaging products. For instance, some U.S. municipalities and states and certain other countries have proposed or enacted legislation prohibiting or restricting the sale and use of certain foodservice products and requiring them to be replaced with recyclable or compostable alternatives. If this were to extend to products and industries in which we have customers, the demand for our products could be adversely affected.

Product stewardship and resource sustainability concerns, including the recycling of products and product packaging and restrictions on the use of potentially harmful materials in products, have received increased attention in recent years and are likely to play an increasing role in brand management and consumer purchasing decisions. In addition, changes in consumer lifestyle may result in decreasing demand for certain of our products. Our financial position and results of operations might be adversely affected to the extent that such environmental or sustainability concerns, prohibitions or restrictions on disposable packaging and products or changes in consumer preferences reduce demand for our products.

Increased scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance (“ESG”) practices may result in additional costs or risks.

Companies across many industries are facing increasing scrutiny related to their ESG practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. While our mission is to accelerate the world’s transition to sustainable energy, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may incur additional costs and our brand, ability to attract and retain qualified employees and business may be harmed.

Government regulations and judicial decisions affecting products we produce or the products contained in the products we produce could significantly reduce demand for our products.

A number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider, legislation aimed at reducing the amount of materials incapable of being recycled or composted. Programs have included, for example, banning or restricting certain types of products, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on single-use items (often plastic) and requiring retailers or manufacturers to take back packaging used for their products. Such legislation, as well as voluntary initiatives similarly aimed at reducing the level of single-use packaging waste, could reduce demand for our products. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental or sustainability concerns of consumers by using only recyclable or compostable containers.

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In addition, changes to health, food and beverage safety regulations could increase costs and may also have a material adverse effect on our sales if, as a result, the public’s attitude towards the end-products for which we provide packaging is substantially affected.

Loss of our key management and other personnel, or an inability to attract new management and other personnel, could impact our business.

We depend on Joseph Funicelli, our Chairman, Chief Executive Officer and President, and other key personnel to operate our business and on our in-house technical experts to develop new products and technologies and to service our customers. The loss of Mr. Funicelli or any of our key personnel could adversely affect our operations. Our success is especially dependent upon continued contributions from Mr. Funicelli, whose leadership, industry reputation, and entrepreneurial background may be difficult to replace at this stage of our business, and the loss of Mr. Funicelli could adversely affect our business plans and results until such time as we could hire a suitable replacement. Competition is intense for qualified employees among companies that rely heavily on engineering and technology, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and expansion of our business could hinder our ability to successfully conduct research and development activities or develop and support marketable products.

Our capital expenditures may not achieve the desired outcomes or may be achieved at a higher cost than anticipated.

The packaging industry is a capital intensive business. Many of our capital projects are complex, costly and/or implemented over an extended period of time. For example, we intend to use up to $4.5 million from the net proceeds of this offering in order to update equipment and improve productivity in each of our New Jersey and Poland facilities. We also intend to add an additional UniLustre® laminating line in the New Jersey facility.

Adding a new line to one of our manufacturing facilities can be more expensive than we anticipated, or there may be delays in obtaining a new line and having them installed in our facilities. If any of the foregoing occurs, we may experience unanticipated business disruptions, and/or we may not achieve the desired benefits from these capital projects, any of which could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock. In addition, disputes between us and contractors who are involved with implementing capital projects could lead to time-consuming and costly litigation.

We could be adversely affected by strikes and other union activity.

We employ members of the United Food & Commercial Workers Union/International Chemical Workers Union Council Local #195T. We are subject to a collective bargaining agreement with the United Food & Commercial Workers Union/International Chemical Workers Union Council Local #195T that expires in November 2023. We may also become subject to additional collective bargaining agreements. A strike by one or more of the unions that provide personnel essential to the manufacturing of our products could delay or halt our ongoing manufacturing activities. Such a halt or delay, depending on the length of time involved, could cause delays in manufacturing and shipment of our product to customers and end-users, thereby adversely affecting our revenues.

If we are unable to develop new products or stay abreast of changing technology in our industry, our profits may decline.

We operate in mature markets that are subject to high levels of competition. Our future performance and growth depends on innovation and our ability to successfully develop or license capabilities to introduce new products and product innovations or enter into or expand into adjacent product categories, sales channels or countries. Our ability to quickly innovate in order to adapt our products to meet changing customer demands is essential, especially in light of ecommerce and direct-to-consumer channels significantly reducing the barriers for even small competitors to quickly introduce new products directly to customers. The development and introduction of new products require substantial and effective research and development and demand creation expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance.

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In addition, effective and integrated systems are required for us to gather and use consumer data and information to successfully market our products. New product development and marketing efforts, including efforts to enter markets or product categories in which we have limited or no prior experience, have inherent risks, including product development or launch delays. These could result in us not being the first to market and the failure of new products to achieve anticipated levels of market acceptance. If product introductions or new or expanded adjacencies are not successful, costs associated with these efforts may not be fully recouped and our results of operations could be adversely affected. In addition, if sales generated by new products cause a decline in sales of our existing products, our financial condition and results of operations could be materially adversely affected. Even if we are successful in increasing market share within particular product categories, a decline in the markets for such product categories could have a negative impact on our financial results. In addition, in the future, our growth strategy may include expanding our international operations, which could be subject to foreign market risks, including, among others, foreign currency fluctuations, economic or political instability and the imposition of tariffs and trade restrictions, which could adversely affect our financial results.

Our business is subject to frequent and sometimes significant changes in technology, and if we fail to anticipate or respond adequately to such changes, or do not have sufficient capital to invest in these developments, our profits may decline. Our future financial performance will depend in part upon our ability to develop new products and to implement and utilize technology successfully to improve our business operations. We cannot predict all the effects of future technological changes. The cost of implementing new technologies could be significant, and our ability to potentially finance these technological developments may be adversely affected by our debt servicing requirements or our inability to obtain the financing we require to develop or acquire competing technologies.

We may be unsuccessful in making and integrating mergers, acquisitions and investments, and completing divestitures.

We acquired our printing facility in Poland in July 2021, and we may acquire, invest in or sell, or enter into joint ventures with additional companies. We may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and completed transactions may not be successful. These transactions create risks, including, but not limited to, risks associated with:

• disrupting our ongoing business, including distracting management from our existing businesses;

• integrating acquired businesses and personnel into our business, including integrating information technology systems and operations across different cultures and languages, and addressing the economic, political and regulatory risks associated with specific countries;

• working with partners or other ownership structures with shared decision-making authority;

• obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk exposure;

• obtaining required regulatory approvals and/or financing on favorable terms;

• retaining key employees, contractual relationships or customers;

• the potential impairment of assets and goodwill;

• the additional operating losses and expenses of businesses we acquire or in which we invest;

• incurring substantial indebtedness to finance an acquisition or investment;

• implementing controls, procedures and policies at companies we acquire; and

• the dilution of interests of holders of our common stock through the issuance of equity securities.

Mergers, acquisitions and investments may not be successful and may adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock. Among the benefits we expect from potential, as well as completed, acquisitions and joint ventures are synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds

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from the sale of businesses and assets to purchasers that place higher strategic value on these businesses and assets than we do. For acquisitions, our success in realizing these benefits and the timing of realizing them depend on the successful integration of the acquired businesses and operations with our business and operations. Even if we integrate these businesses and operations successfully, we may not realize the full benefits we expected within the anticipated timeframe, or at all, and the benefits may be offset by unanticipated costs or delays.

We may not be successful in obtaining, maintaining and enforcing our intellectual property rights, including our unpatented proprietary knowledge and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others.

In addition to relying on the intellectual property rights granted under the laws of the United States and other jurisdictions, we rely on unpatented proprietary knowledge and trade secrets and employ various methods, including confidentiality agreements with employees and third parties, to protect our knowledge and trade secrets. However, while we believe that relying on our unpatented proprietary knowledge and trade secrets does not pose a material risk to us, these precautions and our trademarks may not afford complete protection against infringement, misappropriation or other violation of our rights by third parties, and there can be no assurance that others will not independently develop the knowledge protected by our trade secrets or develop products that compete with ours despite not infringing, misusing or otherwise violating our intellectual property rights.

We believe that we have sufficient intellectual property rights to allow us to conduct our business without incurring liability to third parties. However, we or our products may nonetheless infringe on the intellectual property rights of third parties, or we may determine in the future that we require a license or other rights to intellectual property rights held by third parties. Such a license or other rights may not be available to us on commercially reasonable terms or at all, in which case we may be prevented from using, providing or manufacturing certain products, services or brands as we see fit. In addition, we may be subject to claims asserting infringement, misappropriation or other violation of third parties’ intellectual property rights seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products or other aspects of our business. If we are found to have infringed, misused or otherwise violated the intellectual property rights of others, we could be forced to pay damages, cease use of such intellectual property rights or, if we are given the opportunity to continue to use the intellectual property rights of others, we could be required to pay a substantial amount for continued use of those rights. Even if we are not found to infringe, misappropriate, or otherwise violate a third party’s intellectual property rights, we could incur material expense to defend against such claims and we could incur significant costs associated with discontinuing to use, provide or manufacture certain products, services or brands, and such defense could be protracted and costly regardless of its outcome. Any of the foregoing could have a material adverse effect on our business and results of operations.

Furthermore, we cannot be certain that the intellectual property rights we do obtain and rely on will not be challenged or invalidated in the future. In the event of such a challenge, we could incur significant costs to defend our rights, even if we are ultimately successful. We also may not be able to prevent current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating trade secrets or other proprietary information. It is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Infringement of our intellectual property rights may adversely affect our results of operations and make it more difficult for us to establish a strong market position in countries which may not afford adequate protection of intellectual property rights. Furthermore, others may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our proprietary processes, and steps taken by us to protect our technologies may not prevent infringement or misappropriation of such technologies. Additionally, we have licensed, and may license in the future, patents, trademarks, copyrights, trade secrets and other intellectual property rights to third parties. While we attempt to ensure that our intellectual property rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property rights or reputation. If necessary, we also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property rights. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

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Risks Related to this Offering and Ownership of Our Common Stock

Our executive officers, directors and an insider stockholder, and their affiliated entities, own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval and may take actions that may not be in the best interests of other shareholders.

Our executive officers, directors and an insider stockholder, Raghunathan Sarma, together with entities affiliated with such individuals, currently beneficially own approximately 84.5% of our common stock. Following this offering, our executive officers, directors and insider stockholder, together with entities affiliated with such individuals, will beneficially own approximately 71.7% of our common stock (approximately 70.2% if the underwriters’ overallotment option is exercised in full). Accordingly, our executive officers and directors will, as a practical matter, continue to be able to significantly control the direction of our company, including the election of a majority of our directors and the determination of all corporate actions after this offering. This concentration of ownership could delay or prevent a change in control of our company. This concentration of ownership may not be in the best interests of all of our stockholders. Additionally, should Mr. Sarma join with our executive officers and directors, they will be able to control the outcome of any matter requiring stockholders approval, including the election of our directors, adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets.

Further, such concentrated control may also make it difficult for our other stockholders to receive a premium for their common stock in the event that we merge with a third party or enter into different transactions that require stockholder approval. In the event such transactions occur, the terms of such transactions may not be as beneficial to other common stockholders, and our insider stockholder’s interests may conflict with ours or yours in the future.

Our failure to meet the continued listing requirements of the NYSE American could result in a delisting of our common stock and could make it more difficult to raise capital in the future.

NYSE has listing requirements for inclusion of securities for trading on the NYSE American, including minimum levels of shareholders’ equity, market value of publicly held shares, number of public shareholders and stock price. There can be no assurance that we will be successful in maintaining our listing on the NYSE American as it is possible that we may fail to satisfy the continued listing requirements, such as the corporate governance requirements or the minimum stock price requirement. If we fail to satisfy the continued listing requirements, the NYSE American may take steps to delist our common stock. Such a delisting, or the announcement of such delisting, will have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we may attempt to take actions to restore our compliance with the NYSE American listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the NYSE American minimum listing requirements or prevent future non-compliance with the NYSE American listing requirements. If we do not maintain the listing of our common stock on the NYSE American, it could make it harder for us to raise additional capital in the long-term. If we are unable to raise capital when needed in the future, we may have to cease or reduce operations.

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock in this offering.

Our common stock price is likely to be volatile. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the initial public offering price. The market price for our common stock may be influenced by many factors, including:

• the success of competitive products or technologies;

• regulatory or legal developments in the United States,

• the recruitment or departure of key personnel;

• actual or anticipated changes in our development timelines;

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• our ability to raise additional capital;

• disputes or other developments relating to proprietary rights, litigation matters and our ability to obtain patent protection for our product candidates in the future should we choose to do so;

• significant lawsuits, including shareholder litigation;

• variations in our financial results or those of companies that are perceived to be similar to us;

• general economic, industry and market conditions; and

• the other factors described in this “Risk Factors” section.

If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation often has been instituted against that company. Such litigation, if instituted against us, could cause us to incur substantial costs to defend such claims and divert management’s attention and resources.

Upon the completion of this offering, we will be a “controlled company” under the rules of NYSE American and as a result, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders.

Under NYSE American rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including, without limitation, (i) the requirement to have a board of directors comprised of a majority of independent directors, (ii) requirement that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors and (iii) the requirement that the compensation of officers be determined, or recommended to the board for determination, either by the independent directors or a compensation committee comprised solely of independent directors.

Upon the completion of this offering, Raghunathan Sarma will be able to exercise approximately 55.4% of our total voting power. Mr. Sarma will continue to own over 50% of our outstanding common stock until Mr. Sarma no longer has voting control over 1,015,000 shares of our common stock held by George Barenholtz, a director of our company, pursuant to a proxy agreement dated November 4, 2022, by and between Mr. Sarma and Mr. Barenholtz, which agreement will terminate on the date that our common stock is “actively traded” on the NYSE American, as such term is defined in the proxy agreement. As a result, upon the completion of this offering and until the proxy agreement is terminated, we will be a “controlled company” within the meaning of NYSE American rules. Although we currently do not intend to rely on the “controlled company” exemption, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent and our nominating and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our common stock to look less attractive to certain investors or otherwise harm our trading price.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase shares of common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors seeking cash dividends should not purchase our shares.

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If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.

The trading market for our common stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no, or few, analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

An active trading market for our common stock may not develop.

Prior to this offering, no public market has existed for our common stock. The initial public offering price for our common stock will be determined through negotiations with the underwriter. Although we have obtained approval for the trading of our common stock on NYSE American, an active trading market for our shares may never develop or be sustained following this offering. If an active market for our common stock does not develop, it may be difficult for you to sell shares you purchase in this offering without depressing the market price for the shares, or at all. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to expand our business by using our common stock as consideration in an acquisition.

We may be subject to additional regulatory burdens resulting from our public listing.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company listed on the NYSE American. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure holders of our common stock that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company listed on the NYSE American on a timely basis. In addition, compliance with reporting and other requirements applicable to public companies listed on the NYSE American will create additional costs for us and will require the time and attention of management. We cannot predict the amount of the additional costs that we might incur, the timing of such costs or the impact that management’s attention to these matters will have on our business.

We will have discretion in the application of the net proceeds from this offering.

We currently intend to allocate the net proceeds received from the offering as described under “Use of Proceeds.” However, we will have discretion in the actual application of such net proceeds, and may elect to allocate net proceeds differently from that described under “Use of Proceeds” if determined by the board of directors of our company to be in our best interests to do so. Shareholders may not agree with the manner in which the board of directors and management choose to allocate and spend the net proceeds. Our failure to apply these funds effectively could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may sell additional common stock or other securities that are convertible or exchangeable into common stock in subsequent offerings or may issue additional common stock or other securities to finance future acquisitions.

We cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the common stock. Sales or issuances of substantial numbers of common stock or other securities that are convertible or exchangeable into common stock, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the common stock. With any additional sale or issuance of common stock or other securities that are convertible or exchangeable into common stock, investors will suffer dilution to their voting power and economic interest in our company. Furthermore, to the extent holders of any stock options or other convertible securities convert or exercise their securities and sell the common stock they receive, the trading price of the common stock may decrease due to the additional amount of common stock available in the market.

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We are an emerging growth company and a smaller reporting company and intend to take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make the common stock less attractive to investors.

We are an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an EGC until the earliest to occur of (i) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock pursuant to the registration statement; (iii) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; or (iv) the date it qualifies as a “large accelerated filer” under the rules of the SEC, which means the market value of the common stock held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter after it has been a reporting company in the United States for at least 12 months. For so long as we remain an EGC, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“SOX”).

We may take advantage of some, but not all, of the available exemptions available to EGCs. We cannot predict whether investors will find the common stock less attractive if it relies on these exemptions. If some investors find the common stock less attractive as a result, there may be a less active trading market for the common stock and the price of the common stock may be more volatile.

We are also a smaller reporting company, as defined in Rule 405 promulgated under the Securities Act (“SRC”). As an SRC, our company intends to utilize certain reduced disclosure requirements, including publishing two years of audited financial statements instead of three years, as required for companies that do not qualify as an SRC. Our company will remain an SRC until the last day of the fiscal year in which it had (i) a public float that exceeded $250 million or (ii) annual revenues of more than $100 million and a public float that exceeded $700 million. To the extent our company takes advantage of such reduced disclosure obligations, it may make comparison of its financial statements to those of other public companies difficult or impossible.

After our company ceases to be an SRC, it is expected to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of SOX.

General Risk Factors

War, terrorism, other acts of violence or natural or manmade disasters such as the COVID-19 pandemic and associated responses could adversely impact our business and results of operations.

Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the outbreak of COVID-19).

The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. The pandemic and the measures instituted by governmental authorities and associated responses to the COVID-19 pandemic could adversely impact our business and results of operations in a number of ways, including but not limited to:

• impacts on our operations, including total or partial shutdowns of one or more of our manufacturing, warehousing or distribution facilities, including but not limited to, as a result of illness, government restrictions or other workforce disruptions;

• the failure of third parties on which we rely, including but not limited to those that supply our raw materials and other necessary operating materials, co-manufacturers and independent contractors, to meet their obligations to us, or significant disruptions in their ability to do so;

• a strain on our supply chain, which could result from continued increased retailer and consumer demand for our products;

• a disruption to our distribution capabilities or to our distribution channels, including those of our suppliers, manufacturers, logistics service providers or distributors;

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• new or escalated government or regulatory responses in markets in which we manufacture, sell or distribute our products, or in the markets of third parties on which we rely, which could prevent or disrupt our business operations;

• higher employee compensation costs, as well as incremental costs associated with newly added health screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees;

• significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: lower customer demand as a result of the temporary inability of consumers to purchase items that use our products due to illness, quarantine or other travel restrictions, or financial hardship; customers modifying their inventory, fulfillment or shipping practices; governmental restrictions and business closings; or pantry-loading activity or other changes in buying patterns;

• a disruption or delay in executing our strategic capital initiatives, due to travel restrictions and/or health and safety concerns limiting access to our sites; and

• local, regional, national or international economic slowdowns.

The ultimate impact depends on the severity and duration of the current COVID-19 pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could adversely impact our business and results of operations. In addition, these and other impacts of the COVID-19 pandemic could have the effect of heightening many of the other risk factors disclosed in this prospectus.

Currency exchange rate fluctuations could adversely affect our results of operations.

Our business is exposed to fluctuations in exchange rates. Although our reporting currency is U.S. dollars, we also operate in Poland and transact in a range of currencies in addition to U.S. dollars. In addition, we are exposed to exchange rate risk as a result of sales, purchases, assets and borrowings (including intercompany borrowings) that are denominated in currencies other than the functional currency of the respective entities. Where possible, we try to minimize the impact of exchange rate fluctuations by transacting in local currencies so as to create natural hedges. There can be no assurance that we will be successful in protecting against these risks. Under certain circumstances in which we are unable to naturally offset our exposure to these currency risks, we may enter into derivative transactions to reduce such exposures. Nevertheless, exchange rate fluctuations may either increase or decrease our net revenues and expenses as reported in U.S. dollars. Given the volatility of exchange rates, we may not be able to manage our currency transaction risks effectively, and volatility in currency exchange rates may materially adversely affect our financial condition or results of operations.

Our insurance may not adequately protect us against business and operating risks.

We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive in relation to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically unavailable or available only for reduced amounts of coverage. For example, we are not fully insured against all risks associated with pollution, contamination and other environmental incidents or impacts. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable or to obtain or renew insurance against certain risks. We maintain a high deductible or self-insured retention on many of the risks that we do insure, and we would bear the cost or loss to the extent of the high deductible and self-insured retention. Any significant uninsured liability, or our high deductible or self-insured retention, may require us to pay substantial amounts which would adversely affect our cash position and results of operations.

Breaches of our information systems security measures could disrupt our internal operations.

We depend on information technology for processing and distributing information in our business, including to and from our customers and suppliers. This information technology is subject to theft, damage or interruption from a variety of sources, including malicious computer viruses, security breaches, defects in design, natural disasters, terrorist attacks, power and/or telecommunication failures, employee malfeasance or human or technical errors. Additionally, we can be at risk if a customer’s or supplier’s information technology system is attacked or compromised.

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Cybersecurity incidents have increased in number and severity, and it is expected that these trends will continue. We have taken measures to protect our data and to protect our computer systems from attack but these measures may not prevent unauthorized access to our systems or theft of our data. If we or third parties with whom we do business were to fall victim to cyber-attacks or experience other cybersecurity incidents, such incidents could result in unauthorized access to, disclosure or loss of or damage to company, customer or other third party data; theft of confidential data including personal information and intellectual property; loss of access to critical data or systems; and other business delays or disruptions. If these events were to occur, we may incur substantial costs or suffer other consequences that negatively impact our operations and financial results.

Cyberattacks, security, privacy, or data breaches or other security incidents that affect our networks or systems, or those of our service providers, involving our or our customers’ sensitive, personal, classified or confidential information could expose us to liability under various laws and regulations across jurisdictions, decrease trust in us and our products and services, increase the risk of litigation and governmental investigation, and harm to our reputation, business, and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, as well as our servers and computer systems and those of third parties that we rely on in our operations could be vulnerable to cybersecurity risks. As such, we may be subject to risks inherent to companies that process personal data. An increasing number of organizations have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks.

We implement measures to protect sensitive and personal data in accordance with our contracts, data protection laws and consumer laws. However, we may be subject to data breaches involving factors beyond its control, including data breach incidents suffered by third parties with which we contract or interact. Any technical problems that may arise in connection with our data and systems, including those that are hosted by third-party providers, could result in interruptions to our business and operations or exposure to security vulnerabilities. These types of problems may be caused by a variety of factors, including infrastructure changes, intentional or accidental human actions or omissions, software errors, malware, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. From time to time, large third-party web hosting providers may experience outages or other problems that would result in their systems being offline and inaccessible, which could materially impact our business and operations.

The secure processing, storage, maintenance and transmission of critical customer and business information are vital to our operations and our business strategy, and although we devote significant resources to protecting such information and take what we believe to be reasonable and appropriate measures to protect sensitive information from compromises such as unauthorized access, disclosure, or modification or lack of availability, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. Although we maintain, and is in the process of improving, internal access control mechanisms and other security measures to ensure secure and appropriate access to and storage and use of our sensitive, business, personal, financial or confidential information by anyone including our employees, contractors and consultants, these mechanisms may not be entirely effective or fully complied with internally. We may in the future identify data protection issues requiring remediation and updates to our data security measures and compliance functions. Any misappropriation of sensitive information could harm our relationship with customers and cause us to incur financial liability and reputational harm. If any person, including any of our employees, improperly breaches our network security or otherwise mismanages or misappropriates sensitive data, we could be subject to regulatory actions and significant fines or lawsuits for breaching contractual confidentiality or data protection provisions, which could result in negative publicity, legal liability, loss of customers and damage to our reputation.

Because the techniques used by an individual or a group to obtain unauthorized access, make unwarranted alteration to our data, disable or degrade services, or sabotage systems are often complex, not easily recognizable and evasive, we may not be able to anticipate these techniques and implement adequate preventative measures. Such individuals or groups may be able to circumvent our security measures (including, but not limited to, through the deployment of harmful phishing attacks, malware infection, ransomware, system intrusion, misuse of systems, website defacement, social engineering and denial of service attacks) and may improperly access or misappropriate

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confidential, proprietary, or sensitive information held by us or on our behalf, disrupt our operations, damage our computers, or otherwise damage our business. Although we have developed or deployed systems and processes that are designed to protect our servers, platform and data, including sensitive data, we cannot guarantee that such measures will be effective at all times. Our efforts may be hindered due to, for example:

• government surveillance, regulatory requirements or other external events;

• software bugs or other technical errors or issues;

• errors or misconduct of employees, contractors or others;

• the rapidly evolving threat landscape; and

• inadequate or failed internal processes or business practice.

While we invest resources to protect against or remediate cybersecurity threats or breaches, or to mitigate the impact of any breaches or threats, we may still be subject to potential liability in connection therewith. Actual or perceived breaches of our security could subject us to regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially damage our reputation and harm our business, results of operations and financial condition. Any of the foregoing could subject us to fines, scrutiny and legal actions, which could materially and adversely affect our business, financial condition, results of operations and prospects.

We may be subject to physical, operational and financial risks associated with climate change.

Our physical assets and infrastructure may be subject to risks from volatile and damaging weather patterns. For example, extreme, weather-related events, such as hurricanes, tornados, extreme storms, wildfires, and floods, could result in physical damage to our facilities and lost production. Unpredictable weather patterns also may result in supply chain disruptions and increased material costs. The ability to harvest the virgin fiber used in our manufacturing operations may be limited, and prices for this raw material may fluctuate, during prolonged periods of heavy rain or during tree disease or insect epidemics that may be caused by variations in climate conditions. Other climate-related business risks that we face include risks related to the transition to a lower-carbon economy, such as increased prices for certain fuels, including natural gas; the introduction of a carbon tax; increased regulations; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related risks materialize, and we are unprepared for them, we may incur unexpected costs, which could have a material effect on our financial results of operations.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “seek,” “predict,” “continue,” “possible,” “intend,” “may,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our products, product development, prospects, strategies, the industry in which we operate and potential acquisitions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Forward-looking statements speak only as of the date of this prospectus. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. All forward-looking statements are based upon information available to us on the date of this prospectus. Important factors that could cause our results to vary from expectations include, but are not limited to:

• our expenses, future revenue, capital requirements and need for and ability to obtain additional financing;

• changes in senior management, loss of one or more key personnel or our inability to attract, hire, integrate and retain highly skilled personnel;

• our ability to avoid and defend against intellectual property infringement, misappropriation and other claims including breaches of security of confidential information;

• general economic conditions and events, such as the COVID-19 pandemic, the Russia/Ukraine conflicts, and bank defaults and closures, and the impact they may have on us, including increases in inflation rates and rates of interest, supply chain challenges, and increased costs for material and labor;

• our competition and market development; and

• the impact of laws and regulations on our operations.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, business and prospects may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition, business and prospects are consistent with the forward-looking statements contained in this prospectus, those results may not be indicative of results in subsequent periods.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth below under “Risk Factors” and elsewhere in this prospectus. The factors set forth below under “Risk Factors” and other cautionary statements made in this prospectus should be read and understood as being applicable to all related forward-looking statements wherever they appear in

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this prospectus. The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

We plan on using the net proceeds from this offering to expand into a new facility in South America and to enhance the computer software for our facilities. We expect to receive net proceeds from this offering of 2,000,000 shares of common stock to be approximately $5.51 million, or approximately $6.56 million if the underwriters exercise their option to purchase additional shares of common stock in full, assuming an initial public offering price of $3.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Use of Net Proceeds	Amount		Percent
Expand into South America by adding additional line of operation	$	4,500,000	81.8%
Upgrade and centralize our computer system for our facilities	$	400,000	7.3%
Increase our marketing and promotion and seek additional sales channels	$	500,000	9.1%
Working capital and other corporate purposes	$	110,000	1.8%

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with complete certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the actual amounts that we will spend on the uses set forth above. Currently we have no binding acquisition agreements.

Each $1.00 increase or decrease in the assumed initial public offering price of $3.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds that we receive from this offering by approximately $____, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

The amounts and timing of our actual expenditures will depend on numerous factors, including the progress of our business growth strategy and the scale achieved by our sales and marketing team, as well as the amount of cash used in our operations. We therefore cannot estimate with certainty the amount of net proceeds to be used for the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds.

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DIVIDEND POLICY

We have not declared or paid any cash dividends on our capital stock since our inception. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2023 as follows:

• on an actual basis;

• on a pro forma basis, reflecting the conversion of the Convertible Notes into 181,820 shares of common stock; and

• on a pro forma, as adjusted basis to give effect to the pro forma transactions listed above and the sale of 2,000,000 shares of common stock in this offering, assuming an initial public offering price of $3.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us (assuming no exercise of the underwriters’ over-allotment option).

The information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering as determined at pricing. You should read the following information together with the information contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing at the end of this prospectus.

	Actual			As of December 31, 2023
	Actual			Pro Forma			Pro Forma, As Adjusted
Cash and cash equivalents(1)	$	655,305		$	655,305		$	6,165,305
Liabilities:
Long-term debt, including current maturities portion	$	14,660,507		$	14,160,507		$	14,160,507
Stockholders’ equity:
Common stock, $0.001 par value per share; 100,000,000 shares authorized and 12,068,926 shares issued and outstanding; 100,000,000 shares authorized and 12,209,146 shares issued and outstanding – pro forma; and 100,000,000 shares authorized, 14,209,146 shares issued and outstanding – pro forma, as adjusted	$	12		$	12		$	14
Preferred stock, par value $0.001 per share: 10,000,000 shares authorized; 0 shares issued and outstanding;	$	—		$	—		$	—
Treasury stock, at cost (41,600 shares at $.12)	$	(4,992	)	$	(4,992	)	$	(4,992	)
Additional paid-in capital	$	17,157,648		$	17,657,648		$	24,657,646
Accumulated other comprehensive loss	$	(11,781	)	$	(11,781	)	$	(11,781	)
Accumulated deficit	$	(12,605,331	)	$	(12,605,331	)	$	(14,095,331	)
Total stockholders’ equity (deficit)	$	4,535,556		$	5,035,556		$	10,545,556
Total capitalization	$	19,196,063		$	19,196,063		$	24,706,063

____________

(1) The cash and cash equivalents balances of the actual and pro forma columns both include gross proceeds of $500,000 from the Bridge Financing since such proceeds were recorded as of the closing of the Bridge Financing in December 2022. The cash and cash equivalents balance of the pro forma, as adjusted column gives effect to the sale of 2,000,000 shares of our common stock in this offering at the assumed initial public offering price of $3.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us, from which we expect to receive net proceeds of approximately $5,510,000.

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DILUTION

If you purchase shares of our common stock offered in this prospectus, your ownership interest will be diluted to the extent of the difference between the assumed initial public offering price in this offering of $3.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and the adjusted net tangible book value per share of our common stock upon consummation of this offering. As of December 31, 2023, we had a historical net tangible book value of $4,535,556 or $0.38 per share of common stock. Our historical net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding.

Our pro forma net tangible book value, as of December 31, 2023, was $5,035,556, or $0.42 per share of our common stock. Pro forma net tangible book value represents the amount of our total tangible assets less our total liabilities, after giving effect to the conversion of the Convertible Notes into 181,820 shares of common stock. Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding, as of December 31, 2023, after giving effect to the pro forma adjustments described above.

After giving further effect to our sale of 2,000,000 shares of common stock in this offering, at an assumed initial public offering price of $3.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma, as adjusted net tangible book value as of December 31, 2023 would have been $10,545,556 or $0.75 per share (assuming no exercise of the underwriters’ option to purchase additional shares of our common stock). This represents an immediate and substantial dilution of $2.75 per share to new investors purchasing common stock in this offering. The following table illustrates this dilution per share:

Assumed initial public offering price per share			$	3.50
Net tangible book value per shares as of December 31, 2023	$	0.38
Increase per share attributable to the pro forma adjustment described above	$	0.04
Pro forma net tangible book value per share as of December 31, 2023			$	0.42
Increase in pro forma, as adjusted net tangible book value per share attributable to investors purchasing shares of common stock in this offering	$	0.33
Pro forma, as adjusted net tangible book value per share after giving effect to this offering			$	.75
Dilution per share to new investors in this offering			$	2.75

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering.

A $1.00 increase (decrease) in the assumed initial public offering price of $3.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma, as adjusted net tangible book value per share after this offering and dilution per share to investors purchasing common stock in this offering by $0.20, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full to purchase additional shares of common stock, the pro forma, as adjusted net tangible book value per share after the offering would be $0.80 per share, assuming an initial public offering price of $3.50 per share, which is the midpoint of the price range on the cover page of this prospectus.

	Shares purchased			Total consideration				Average Price per Share
	Number	Percent		Amount		Percentage		Average Price per Share
Existing shareholders	12,209,146	85.9	%	$	9,703,203	58.1	%	$	0.79
Investors in this offering	2,000,000	14.1	%	$	7,000,000	41.9	%		3.50
Total	14,209,146	100.0	%	$	16,703,203	100.0	%	$	1.18

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The information relating to existing stockholders in the table above is based on 12,027,326 shares of our common stock outstanding as of the date of this prospectus and gives effect to the conversion of the Convertible Notes into 181,820 shares of common stock.

If we issue additional shares of our common stock in the future, there will be further dilution to investors purchasing shares of common stock in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical combined financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, which involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Information Regarding Forward-Looking Statements” and “Risk Factors.”

Company Overview

We develop, design, manufacture and sell value-added paper and paperboard products for consumer goods packaging that are plastic free and 100% recyclable. Using our proprietary processing technology, we metalize paper without any lamination or film resulting in a custom product called UniLustre, with a reflective metallic look or holographic eye-catching design. We believe that our UniLustre® metallizing product line is the only technology currently available to decorate paperboard without the need for an additional plastic substrate. Our products can be utilized to produce a wide variety of packaging that is primarily used for toothpaste, beverage, cosmetic, blister and personal care packaging and extensively in gaming markets for playing cards and lottery tickets. We have provided end-user brand support, through our design and packaging, to leading consumer brands such as Anheuser-Busch, Procter & Gamble, Colgate-Palmolive, Unilever, Church and Dwight, GSK plc, Revlon, Scientific Games, British American Tobacco, R.J. Reynolds Tobacco and other Fortune 500 companies. For the past three years, our UniLustre sales have grown year-over-year, excluding growth from our Poland facility which was acquired in July 2021, and we have been profitable. We have been in the printing and packaging business for more than 50 years.

Trends and Key Factors Affecting our Results of Operations

Overall, packaging industry production costs are impacted by three major elements: quality, productivity, and overall costs. These three factors are not isolated and are issues across the entire chain from designing to printing, converting, and packaging. If any portion of the chain is not working as it should, the rest is affected as well, especially in a packaging production’s integrated workflow. In addition, managing brand owners, who are the decision-makers on the packaging, and their expectations can be a challenge, as they want better, faster, more customized, and better secured products.

Sustainability is also a major consideration in the packaging industry. Packaging production will need to process more advanced substrates, thinner materials and more demanding designs — all with the same productivity, more flexibility and at the same cost. Ideal waste management means zero-fault packaging. The ability to manage repeat orders and legal regulation changes is required for our continued success as well.

While we make our strategic planning decisions based on the assumption that the markets we are targeting will continue to grow in the long-term, our business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the economy generally. Our industry is affected by general economic conditions and other factors, including consumer spending and preferences, changes in inflation rates and supply chain issues.

Supply Chain Disruptions

A major challenge we may face is supply chain transportation issues across the markets we operate in. International transportation of raw materials or components of raw materials are generally affected by geopolitical tension, which causes certain shipping routes to become more costly to use or unusable. For instance, recent militant attacks on commercial shipping vessels in the Red Sea have led to disruption and instability in global supply chains, including significant delays and price increases for all cargo passing through the Red Sea. More recently, the collapse of the Baltimore Key Bridge has also caused delays in our domestic shipping routes. These disruptions and increased freight costs may continue to impact us during the remainder of the year, and we may continue to experience increased freight costs during 2024 for other reasons, including the need to rely on more expensive shipping routes and shipping methods (such as air freight).

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Most of the supplies consist of paperboard, which is used in 100% of our products. Although supply chain disruptions remain a risk that may affect our operations, the production of paperboard materials that is supplied by customers has greatly increased in 2024 and is less of a risk compared to 2022 in the context of price increases. As a result, allocations have been lifted and prices are beginning to return to normal. We expect to see this trend continuing in 2024. Raw material pricing cost variations are generally passed through to our customers and end users through price increases in our products, subject to contractual terms between us and other raw material suppliers.

We have plans to add significant capital equipment in this facility and our New Jersey facility over the next 10 months to address these issues by integrating and manufacturing some of our most costly or longer lead-time materials. This will secure shorter lead times, no transportation issues and significant cost reductions.

In addition, as Russia’s conflict with Ukraine goes on, European mills that supply our Poland facility are deeply concerned about the potential energy crisis this conflict creates. The war between these two countries has already brought about higher energy prices and that is expected to continue.

In an effort to mitigate the impact of supply chain disruptions to our operations, in addition to increasing the pricing of certain products commensurate with our costs, we rely on multiple suppliers for all of our films and foils, including both domestic and international suppliers. We prefer domestic suppliers as they have the capability of reacting quickly to changes in the marketplace and absorbing these effects so business can continue as usual. Lead time and cost of transport can have a significant impact on our industry so domestic suppliers’ ability to absorb change because of their close geographical location and resultant uncomplicated supply chain is beneficial to us. Overall, our films are not costly to ship and we do bring in films and foils from foreign suppliers, primarily Turkey and India. Supplies from these countries, in general, present significant cost savings as well as quality benefits. Additionally, we maintain significant inventory for repeat and/or well-forecasted business.

Inflationary Pressures

Inflation has not stabilized, and continued inflation is likely to result in further increases in raw material costs, shipping costs, and internal labor costs, which could impact our future results of operations. Increased costs for our services and products also impact the customers’ budget and the amount they may allocate under such budget to order with us.

To the extent possible, in an effort to mitigate the impact of inflationary pressures, we may pass through raw material increased costs to customers and end users. For instance, our memorandum of agreement with PaperWorks Industries, Inc. (“PWI”) includes raw material cost pass-through mechanisms, which mitigate the impact of changes in raw material costs; however, the contractual price changes do not occur simultaneously with raw material price changes. Due to differences in timing between purchases of raw materials and sales to PWI, there is often a “lead-lag” effect during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Moreover, many of our sales are not covered by such pass-through mechanisms, and while we also use price increases, whenever possible, to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements, we often are not able to pass on cost increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the cost increases.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures must be in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonably based upon information available to us at the time that it makes these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

The following are not intended to be a comprehensive list of all of our accounting policies or estimates. Our accounting policies are more fully described in “Note 1 — Organization, business and summary of significant accounting policies,” in our financial statements included at the end of this prospectus.

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Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligation(s) in the contract; and (5) recognize revenue when or as we satisfy a performance obligation.

Operating Lease right-of-use assets

From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

We have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

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Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform with the current period. We adopted the provisions under ASC 740 regarding uncertainty in income taxes. We found no significant uncertain tax positions as of any date on or before December 31, 2023.

Results of Operations

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Results of operations included within this registration statement are those of the Company and any subsidiaries consolidated.

	Year ended December 31, 2023			Year ended December 31, 2022
Sales	$	27,232,493		$	30,216,998
Cost of Sales		(21,958,031	)		(25,477,200	)
Gross Profit		5,274,462			4,739,798
Operating Expenses		(3,399,786	)		(2,971,189	)
Interest Expense		(1,217,630	)		(885,193	)
Income Tax Expense		(487,374	)		(117,111	)
Other Comprehensive Income (loss)		9,031			(6,600	)
Total comprehensive income	$	178,703		$	759,705

Sales. Total sales was $27,232,493 for the year full year ended December 31, 2023 compared to $30,216,998 for the year ended December 31, 2022, which was a decrease of 9.88%. This decrease was due to the global economic pressures that forced customers to use their inventory of raw materials in order to preserve cash for a potential softening of the economy, rather than placing new orders with us. Given that our business can be affected by the economy as a whole and macroeconomic factors that affect consumers’ demands, our sales volume fluctuates depending on customers’ and end-users’ number of orders, and whether they order roll stock or sheet stock.

For the year ended December 31, 2023, our roll order volume increased from approximately 99.8 million to approximately 127.9 million and our sheet volume decreased from approximately 30.4 million to approximately 13.8 million sheets, while As shown on the table below, The decrease in sheet orders is mainly attributed to a decrease of sheet orders from the oral care, general packaging and liquor market segments due to excessive on-hand inventory, which lead to less orders from those customers. Roll stock orders increased due to the increase in orders in the lottery market segment. Selling price for rolls was similar however sheet business was increased due to the additions in cosmetic markets.

	Roll Stock			Sheet Stock
	Roll Stock LF (in thousands)(1)	Avg. Price ($)/LF(1)(2)		Sheet Stock LF (in thousands)(1)	Avg. Price ($)/LF(1)(2)
Year Ended December 31, 2023	127,865	$	0.124	13,805	$	0.534
Year Ended December 31, 2022	99,782	$	0.126	30,391	$	0.416

____________

(1) “LF” means the lineal feet sold.

(2) Represents the average price, expressed in dollars, per 100,000 lineal feet sold.

In 2023, we added a new market segment for a total of six, which are: oral care, liquor, general packaging, blister cards, cosmetic/pharmaceuticals and state lottery tickets. Oral care sales for the year ended December 31, 2023, were $8,617,329, compared to $10,850,236 in the comparable 2022 period. This decrease is a result of sales customer’s inventory volume adjustment. Liquor sales for the year ended December 31, 2023, were $133,459 of total sales compared to $3,526,693 for the year ended December 31, 2022, this was due to drop in the Bud Light beer market decrease. General packaging sales was $1,427,108 compared to $4,627,227 for the year ended December 31, 2022. Blister card sales were $1,467,904 compared to $2,972,570 for the year ended December 31, 2022. Cosmetic/pharmaceuticals, our new market segment, sales for the year ended December 31, 2023, were $4,974,011. The decrease in sales for the four market segments discussed above were all driven by the global economic markets. The scratch off state lottery tickets sales, our largest market, were $10,612,682 compared to $8,240,272 in the comparable year, an increase of $2,372,410, compared to the year ended December 31, 2022, which was due to an overall increase in the

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demand of scratch off lottery tickets nationwide as well as an increased share of this market. Based on our internal customer’s order forecast, we anticipate continued increases in this market moving forward. UniLustre sales continue to increase year-to-year, and it accounted for 63.12% of our sales revenue, while laminated products accounted for 36.88% of our sales for the year ended December 31, 2023, compared to 48.78.% and 51.22% for the year ended December 31, 2022. Despite this decrease in sales for 2023, we believe that the demand for potential new business is strong and we expect to secure significant growth for 2024 in oral care, cosmetic/pharmaceutical and lottery segments. We also expect significant growth in our UniLustre product both in U.S. and Europe.

The following table provides a summary of our market segment sales by percentage of sales and sales revenue for both year ended December 31, 2023 and December 31, 2022, respectively:

	Year Ended December 31, 2023				Year Ended December 31, 2022
Market Segment	% of Sales		Sales		% of Sales		Sales
Oral Care	31.65	%	$	8,617,329	35.90	%	$	10,850,236
Liquor (UniLustre)	0.49	%	$	133,459	11.70	%	$	3,526,693
General Packaging	5.24	%	$	1,427,108	15.30	%	$	4,627,227
Blister Cards (UniLustre)	5.39	%	$	1,467,904	9.80	%	$	2,972,570
Cosmetic/Pharmaceutical	18.26	%	$	4,974,011	—			—
Lottery (UniLustre)	38.97	%	$	10,612,682	27.30	%	$	8,240,272
Total	100.0	%	$	27,232,493	100.0	%	$	30,216,998

Cost of Sales. Total cost of sales was $21,958,031 for the year ended December 31, 2023, compared to $25,477,200 for the year ended December 31, 2022, which decrease is due to the proportional decrease of sales. Cost of sales is comprised of direct labor costs, direct materials cost (i.e., cost of goods sold), raw material freight costs and indirect manufacturing costs. These costs are generally lower as sales decrease, since less of each is being utilized and/or purchased. This decrease for the year ended December 31, 2023, is mainly due to a decrease in direct materials cost from approximately $18.7 million to approximately $15.7 million. Further, indirect manufacturing costs decreased from approximately $6.8 million to approximately $6.3 million. Both direct material and indirect manufacturing cost decreases are consistent and proportionate to our decrease in sales.

Gross Profit. Gross profit was $5,274,462 for the fiscal year ended December 31, 2023, compared to $4,739,798 for the same period of 2022, an increase of 11.28%. Our products are categorized in two segments, either laminated and/or non-laminated UniLustre. This increase in gross profit was primarily due to efficiency utilizing newer equipment and the increase of UniLustre sales.

Operating Expenses. Total operating expenses for the year ended December 31, 2023 were $3,399,786 for the year ended December 31, 2023, compared to $2,971,189 for the year ended December 31, 2022. Operating expenses are comprised of sales, general and administrative costs, which include, but is not limited to, employee’s wages, employee benefits, general costs associated with our office supplies and others. The increase in sales, general and administrative costs was due to our plan to target the European global markets. 2023 accounts for a full year of expense for investment in human capital for marketing and increase in spending on advertising and trade shows.

Interest Expenses. Interest expenses were $1,217,630 for the year ended December 31, 2023 compared to $885,193 for the year ended December 31, 2022. These interest expenses are related to our equipment lease with M&T Bank Equipment Leasing Company (the “M&T Bank”) and certain outstanding promissory notes. Increased interest rates did not significantly affect our equipment lease from M&T Bank, which had its interest rate negotiated and fixed at a rate from the prior year.

Net Income. Net income was $169,672 for the year ended December 31, 2023, and $766,305 for the year ended December 31, 2022. This decrease in net income was primarily due to the recording of $472,023 of accumulated deferred tax liabilities benefitted from being an S-Corporation prior to our conversion to C-Corporation in October 2023, and the increase in depreciation and interest expenses for the year ended December 31, 2023.

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Non-GAAP Financial Measures

To supplement our financial information presented in accordance with U.S. GAAP, management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as acquisitions, divestitures, gains, losses and impairments, or items outside of management’s control. Management believes that the following non-GAAP financial measure provides investors and analysts useful insight into our financial position and operating performance. Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies.

EBITDA provides additional insight into our underlying, ongoing operating performance and facilitates period-to-period comparisons by excluding the earnings impact of interest, tax, depreciation and amortization. Management believes that presenting EBITDA is more representative of our operational performance and may be more useful for investors. EBITDA along with a reconciliation to net loss is shown in Other Operating Data within the Results of Operations below.

We use EBITDA to evaluate our operating performance. EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and our calculations thereof may not be comparable to those reported by other companies. We believe EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on our operating performance. EBITDA, as presented herein, is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP. We use non-GAAP financial measures as supplements to our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.

We reconcile our non-GAAP financial measure to our net income, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our management uses EBITDA as a financial measure to evaluate the profitability and efficiency of our business model. EBITDA is not presented in accordance with U.S. GAAP. EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense, depreciation, and amortization.

	For the year ended December 31,
	2023		2022
Net income (before comprehensive adjustment)	$	169,672	$	766,305
Less: Comprehensive adjustment(1)		9,031		(6,600	)
Net income		178,703		759,705
Add: Depreciation and amortization		1,232,181		1,044,857
Add: Interest expense		1,217,630		885,193
Add: Income tax expense		487,374		117,111
EBITDA	$	3,115,888	$	2,806,866

____________

(1) Consists of foreign currency exchange non-cash expenses.

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Liquidity and Capital Resources

Historically, our primary uses of cash have been to finance working capital needs, debt reduction, and planning for future growth utilizing innovations and technology.

We had cash and cash equivalents of $655,305 as of December 31, 2023 and $1,912,473 as of December 31, 2022. We believe that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents and operating cash flows. We continue to pursue new revenue opportunities to ensure cash flow stream of new sources to meet our obligations.

As of December 31, 2023, our major cash flows consisted of the net cash used in operating activities of approximately $2.7 million. Further, approximately $5.1 million was spent on the purchase of fixed assets, spent on adding plant equipment, new laminating machine with reel to reel and real to sheet, including facility improvement, electricity, lighting, forklift, trim system, bailer, riggers and preparation for the new machine.

Following the Debt Conversion, we have approximately $10 million of outstanding indebtedness. The majority of our indebtedness is made up by related party promissory notes (see “Certain Relationships and Related Party Transactions” below), including the various promissory notes with Raghunathan Sarma dating back to 2010. Mr. Sarma has loaned us an aggregate principal amount of approximately $16.0 million. As of January 17, 2024, the aggregate outstanding principal and interest balance of Mr. Sarma’s various promissory notes was approximately $7.3 million following the Debt Conversion, pursuant to which approximately $8.0 million of our outstanding indebtedness to Mr. Sarma was converted into 1,600,000 shares of our common stock.

On September 27, 2021, the Company entered into an equipment financing facility (the “Loan Facility”) with M&T Capital and Leasing Corporation (f/k/a People’s Capital and Leasing Corp.) (“M&T Bank”) pursuant to the terms of, among other documents, a Schedule to a Master Loan and Security Agreement. The Loan Facility provided the Company with an aggregate of $3,434,150 to purchase certain equipment and is secured by such equipment. On May 31, 2022, the Company entered into a commencement letter with M&T Bank (the “Commencement Letter”) in order to lock-in an annual interest rate of 7.39% for the Loan Facility.

Effective as of January 2023, M&T Bank funded $3.4 million in a capital lease acquisition of equipment under the Loan Facility. The Loan Facility is a sixty (60) month lease, under which we commenced monthly payments of $68,634 in February 2023 and the monthly cost for the fully funded capital lease is $3.4 million. We capitalized interest related to the Loan Facility in the amounts of $21,149 and $161,583 for the years ended December 31, 2023 and 2022, respectively. Pursuant to the terms of the Commencement Letter, the Company paid eight monthly interest only payments of $21,149 from June 2022 through January 2023, and the remainder of the Loan Facility is payable in sixty monthly installments of $68,634, which monthly payments commenced in February 2023. These monthly payments will not materially affect our ability to meet its working capital requirements.

Repaying the Loan Facility, and other loan and promissory note debt amounts may restrict our liquidity and capital resources and may require us to modify, delay or abandon some of our planned future expansions and development, or to otherwise deviate funds from some of these projects to pay the loan amounts instead, which could have a material adverse effect on our business, operating results, financial condition, and ability to achieve our intended business objectives.

We will need to raise additional capital to fund our operating expenses, pay our obligations, and grow our company in the future. In the future, and subject to market conditions and other factors beyond our control, we intend to expand our operations in Europe and in the U.S. or neighboring countries. Our current resources may be insufficient to satisfy all of our cash requirements and we may seek to sell additional equity or debt securities or obtain a credit facility. Our future operations may be dependent on our ability to secure additional financing. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. Our current revenue is sufficient to fund our operations in the next twelve months, and to the extent that we need additional capital beyond such period, we intend to secure additional financing.

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Bridge Financing

From September 2022 to December 2022, we received gross proceeds of $500,000 from the Bridge Financing, pursuant to the terms of a subscription agreement with seven accredited investors. The convertible notes mature on October 19, 2025 (unless earlier converted) and bear interest at a rate of 10% per annum. The convertible notes will automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into 181,820 shares of our common stock at a conversion price of $2.75 per share. The holders of our convertible notes will own approximately 1.3% of the outstanding shares of our common stock following this offering.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Emerging Growth Company Status

The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to apply this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public entities. Accordingly, our financial statements may not be comparable to other public companies that do not elect the extended transition period.

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BUSINESS

Overview

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We work side by side with our customers and frequently, the end-users, to respond to their unique needs and specifications and also help to simulate conditions to predict how our products will perform under real-world manufacturing conditions. It is our intention to provide our customers with packaging that sets them apart from their competition, and, to that end, we collaborate with each of our customers to develop the best options and solutions that are at our disposal without impacting the product differentiation desired for marketing. Our more than 50 years of expertise in commercial printing services, applying highly aesthetic, specialty finishes on paper and plastic substrates, enables us to transform ordinary printing and packaging into an attractive visual experience, making our customers’ products to stand out and show at their best.

Our Business and Growth Strategy

The principal elements of our business and growth strategy are as follows:

Enhance Our Sustainability Initiatives. Our principal business objective is to enhance our sustainability initiatives with UniLustre® and UltraLustre products and meet the market’s demand for sustainable and environmentally friendly products. We believe that the sustainable characteristics of our products provide us with an opportunity to expand our long-term customer relationships and presence in key markets with current demand trends towards sustainability. In particular, UniLustre, our premium recyclable decorated substrate, is poised for growth with worldwide focus on ESG. We have already successfully converted a portion of our business from laminated products to UniLustre recyclable products. This has allowed us to expand our reach with our new Poland facility, and our global customers are now sourcing their needs from both of our facilities in New Jersey and Poland. We have been experiencing high levels of demand, currently operating with a four to six week backlog of orders, and in demand in 2024 both in the United States and Europe for our UniLustre® product line.

Accelerate the Marketing of Our Products Globally. Part of our strategy is to fully leverage the global demand for sustainable, recyclable packaging material by accelerating the marketing of our UniLustre products on a global scale. Currently, Europe is leading the United States with environmental requirements for packaging, but the United States is not too far behind. Many of our customers are multinational and have global needs. We installed additional capacity lines in our New Jersey facility in the second quarter of 2023, and we expanded our Poland facility in the fourth quarter of 2023 and potentially further expand our operations in the U.S. or neighboring countries.

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The Consumer Packaging Industry

Our Packaging Products

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Research and Product Development

We have a robust research and product development (“R&D”) program in which we plan to continue to invest. The primary areas we are focused on are expected to enhance our holographic design originations and improve our processes and efficiencies so that we can continually expand into integrated capabilities that will improve margins and lead times.

We intend to launch several R&D initiatives over the next 24 months. We intend to expand our capabilities in Poland, which will require more equipment, certain testing and qualifications. We also plan to decorate actual materials and the products themselves for certain products such as toothpaste and cosmetic tubes using our recyclable UltraLustre®. We plan to enter into the IML (in-mold label)/IMD (in-mold decorating) market with UltraLustre®. This is the process of labeling or decorating injection-molded plastic parts or components during the injection molding cycle. The label becomes an integral part of the final product, creating a fully decorated item at press. Entering into the IML/IMD market will require significant product development. UltraLustre® is currently a small portion of our business, but it is an extremely high margin business, which we believe justifies our increased efforts in this area. We plan to start embossing our holographic prints in-house and build in this integrated (currently purchased) holographic material. This should improve our lead-times as well as increase our profit margins.

Our Sales, Marketing, Customers and End-Users

We employ salespeople in New Jersey, Texas and Massachusetts, as well as internationally, in Poland and the United Kingdom. Currently, we have five dedicated salespeople. We sell roughly 10% of our products through brokers. We launched our website and digital marketing campaign in the fourth quarter of 2022. Our sales and marketing strategy encompasses two parallel paths. Ideally, we sell to who we consider to be the end-user — for example, Procter & Gamble. We also market our product to “end-users” like Procter & Gamble, such that if we are successful, they will request our product for their contracted printers. We offer pricing to the end-user, which can help our customers eliminate the negotiation and potential markup from a printer. Our aim is to have end-users request our product from their contracted printers. We also sell directly to printers for accounts that they have secured. Regardless of how we market, we always ship directly to and invoice the printer. We do not have formal written agreements with our customers or end-users, except for our memorandum of agreement with PaperWorks Industries, Inc. All other orders are repeat jobs governed by the sales acknowledgment we send to every customer in response to their purchase orders on an individual job basis. Specifically, customers provide us the purchase order and, for every order, we return our sales acknowledgment, which confirms the order’s quantity, price, shipping date and description of product, and contains certain intellectual property provisions, conditions, warranty and other terms customary to this type of service.

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the customer because they can also be holographic, and provide further customization options than when a customer orders rolls of paper. Whenever possible, we pass-through this increased manufacturing cost to our customers. However, because some of the increased costs of producing sheets are not passed through to our customers, when customers’ orders of sheets increase compared to orders of rolls, we are able to capture some of the higher price of sheets and generate more revenue.

We have several payment structures for our salespeople. Some of our salespeople are salaried, some are commission based and others are a blend of salary and commission. Brokers’ rates are individually negotiated based on the order. Depending on location, relationships with the customer, experience, and other factors, we determine which salespeople to assign to each customer. Generally, salespeople are entitled to commissions.

Our two largest product markets are the oral care and scratch off state lottery ticket packaging markets. There is limited consolidation of customers in the scratch off state lottery tickets market, and we currently supply three printers that satisfy 20 different states for their lottery tickets. Though we supply many different printers in the oral care market, most of our sales in this market are to PaperWorks Industries, Inc. In the field of folding carton suppliers, which encompasses single layer cartons that feel similar to cardstock, there has been significant consolidation. We intend to leverage these existing relationships in order to continue to grow in this area. In 2023, approximately 19% of our sales were international. We intend to expand productivity in the international marketplace as we increase the capabilities of our Poland facility.

Below were our top end-users, customers and sales percentages in 2023 and 2022:

End-User	Customer	Packaging Market	Percentage of Sales 2023		Percentage of Sales 2022
Procter & Gamble	PaperWorks Industries, Inc.	Oral Care/Cleaning	27.9	%	28.7	%
State lottery agencies	Scientific Games Inc.	Lottery	19.9	%	10.2	%
State lottery agencies	International Gaming Technologies	Lottery	19.1	%	14.2	%
Colgate-Palmolive	PaperWorks Industries, Inc.	Oral Care	3.0	%	3.8	%
Oral-B	Sunoco LP	Blister Cards	3.4	%	5.8	%
Diageo	Multipackaging Solutions/WestRock Company	Liquor	5.3	%	6.4	%
Novartis	Colbert Packaging	Eye Care	5.4	%	4.0	%
Anheuser-Busch; Colgate-Palmolive	Graphic Packaging International	Liquor/Oral Care	1.0	%	5.7	%
Unilever	Mainline		8.7	%	5.3	%

Our Manufacturing and Distribution

We manufacture our products in large rolls of paper, up to six feet in diameter and up to 72 inches in width, which are either split into narrower rolls or cut into sheets for shipment to the customer. We do not perform any post finishing operations in our facilities, which allows the end-user to tailor our product to the specifications of the consumer product of the end-user. We have two manufacturing facilities, one in New Jersey serving our domestic market and one in Poland covering the European packaging market. We manufacture roughly 90% of our products between our two facilities in New Jersey and Poland and ship to our customers directly. Manufacturing our products in-house allows us the flexibility to alter or adjust our products as needed. It also ensures greater quality control as we inspect our products before shipping them to the end-user. Additionally, we can dictate the responsiveness and customer care that we give all of our customers. We keep our overhead low by avoiding foreign managers which, in turn, increases our

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profit margins. We are more of a “job shop” in that we perform custom projects for other companies. Essentially, our inventory is more concentrated on raw materials, not finished goods. We manufacture for several repeat customers, but we mainly manufacture to order.

Approximately 10% of our products are distributed through paper brokers. Of this amount, our Poland facility accounts for 8% and our New Jersey facility accounts for 2% of distributed products.

Our Suppliers

We depend on approximately 30 suppliers for all of our raw materials. Additionally, some of our key raw materials, such as paper, are sourced from a single supplier or a relatively small number of suppliers. This could potentially cause interruptions with supplies of our key raw materials. We have no written contracts with our suppliers. Rather, we use purchase orders, and therefore in the event of a supply disruption, the company would have to locate and establish relationships with new suppliers. Approximately 75% of our suppliers are from the United States and account for approximately 75% of our raw material costs.

We prefer domestic suppliers as they have the capability of reacting quickly to changes in the marketplace and absorbing these effects so business can continue as usual. Lead time and cost of transport can have a significant impact on our industry so domestic suppliers’ ability to absorb change because of their close geographical location and resultant uncomplicated supply chain is beneficial to us.

Overall, our films are not costly to ship and we do bring in films and foils from foreign suppliers, primarily Turkey and India. Supplies from these countries, in general, present significant cost savings as well as quality benefits. However, we do maintain multiple suppliers for all of our films and foils.

Seasonality

We do not have significant seasonality; however, November and December generally have lower output on a monthly basis. November and December have fewer operating days due to the number of non-working days during that period on account of holidays.

Competition and Our Competitive Strengths

We operate in a highly competitive environment, and we face substantial regional competition across our product lines from a number of well-established businesses. Competition is based on several factors, including price, product design, technology and customer service. Our main competitors are Dart Container Corporation, Huhtamäki Oyj, Berry Global Group, Inc., Genpak, LLC, Sonoco Products Company, The Paper Excellence Group and Resolute Forest Products Inc., Stora Enso Oyj, Amcor plc, Sealed Air Corporation, Silgan Holdings Inc., SIG Combibloc Group AG and Elopak UK Limited. Several of these competitors are larger and have greater financial and other resources than us. In addition, several of these competitors may sell other products used by our customers. We believe that we are able compete effectively given our levels of service, speed to market and product design and development capabilities.

We believe that our UniLustre® and UltraLustre® products provide us with an advantage over our competition due to the sustainability of UniLustre® and UltraLustre®, which is one of the reasons we have focused on these two product lines. For instance, alternatives to our products, such as cold foil technology, use a printing press and are not 100% recyclable. Further, our products provide more value to the customer compared to their respective alternatives. Other technologies, such as hot stamping, only decorate 10% of the package, while our metallized substrate technologies have the ability to decorate up to 100% of the package. Sustainability is also present in the amount of film and aluminum used in our products. While we use film in the UniLustre® process, we remove it, regrind it and reclaim it for future usage so that there is zero waste. By applying our chemistry processes to a clear and

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very thin polyester film, which is then metallized in a vacuum that disperses the aluminum to the product, we minimize the amount of aluminum utilized. By using our methods and technologies, we can cover two football fields worth of packaging with a nominal amount of aluminum.

We believe the following competitive strengths differentiate us from our competitors and drive our success:

• We offer 100% recyclable, sustainable and repulpable (reusable) substrates.

• From our certification by Western Michigan University, we are in the forefront for creating sustainable brilliant substrates.

• Our reach in the United States and Europe offers large consumer product companies the ability to standardize their packaging globally.

• We have been able to scale UniLustre® such that it is positioned to manufacture at a low cost while selling at a premium.

• We believe that we have more capacity and capability than any direct competitor in our market.

• Our management and manufacturing teams are highly experienced, and we have been in the packaging business for more than 50 years.

Intellectual Property and Proprietary Rights

We regard our metallized product technology as proprietary and rely primarily on a combination of trademark and trade secrets laws of general applicability, non-disclosure and confidentiality agreements and other intellectual property protection methods to safeguard our technology and products. Our two high margin products, UniLustre® and UltraLustre®, are both manufactured with our proprietary technology, and all of our employees have signed non-disclosure and confidentiality agreements.

We have not applied for patents on any of our technology and do not believe this materially impacts our competitiveness. We also rely upon our efforts to design and product new products, and upon improvement of existing products, to maintain a competitive position in the marketplace.

We have obtained five registered trademarks for:

• “ALUGLAS” — U.S. Trademark Reg. No. 1181075

• “E.B. — ALUGLAS” — U.S. Trademark Reg. No. 1415664

• “UNILUSTRE®” — U.S. Trademark Reg. No. 75204282

• “UNIFOIL” — U.S. Trademark Reg. No. 76078055

• “ULTRALUSTRE®” — U.S. Trademark Reg. No. 76306659

Governmental Regulation

We are a 100% water-based manufacturer and, as such, not subject to most federal regulations for our manufacturing. We also do not produce any air or ground emissions with our manufacturing and are solvent and hazardous material free. We are currently in compliance with the Environmental Protection Agency pursuant to air quality standards and the New Jersey Department of Environmental Protection, which is the only environmental-related compliance required of us.

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products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental or sustainability concerns of consumers by using only recyclable or compostable containers. In addition, changes to health and safety regulations could increase costs and may also have a material adverse effect on our sales if, as a result, the public’s attitude towards the end-products for which we provide packaging is substantially affected.

The Poland facility is currently International Organization for Standardization (“ISO”) certified for food applications. Most of our products in the U.S. have indirect food application and therefore are exposed to very limited regulation. Both facilities are certified by ISO. We are not subject to any regulations by the Food and Drug Administration.

Human Capital

As of May 6, 2024, we had 76 full-time employees, 54 of whom are dedicated to manufacturing, 9 to management, 8 to operations and 5 to sales. We have no part-time employees and we engage 1 consultant. We believe that we maintain good relations with our employees.

Approximately 10 of our current employees are represented under a collective bargaining agreement with the United Food & Commercial Workers Union / International Chemical Workers Union Council Local #195T, which is effective until November 21, 2023.

Properties

We lease a 100,000 square feet manufacturing facility in Fairfield, New Jersey, which also serves as our principal executive offices, as well as 25,000 square feet of warehouse space. This lease has a term expiring in September 2039 with an additional 10 year option, and we pay a monthly rent of $110,339. Additionally, we lease a 44,000 square feet manufacturing and warehouse facility in Gdansk, Poland, which extends through December 31, 2026, pursuant to which we pay $14,167 per month. We anticipate that these manufacturing, warehouse and executive office spaces are sufficient for the near term.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently involved in any material legal proceedings or claims.

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MANAGEMENT

Executive Officers and Directors

Below is a list of our executive officers and directors as of May 6, 2024.

Name	Age	Position
Joseph Funicelli	63	Chairman of the Board of Directors, Chief Executive Officer and President
James Bosco	64	Chief Financial Officer
George Barenholtz	86	Director
Dennis Sabourin	70	Director
Tejal Shah	54	Director Nominee(1)
Leslie J. Goldman	78	Director Nominee(1)
Dennis Mehiel	81	Director Nominee(1)

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(1) Directors will be elected upon effectiveness of this registration statement.

Joseph Funicelli — Chairman, President and Chief Executive Officer

Mr. Funicelli has served as our President and Chief Executive Officer since November 1998 and as Chairman of the board of directors since January 2023. Mr. Funicelli has extensive experience in the packaging industry, which he has gained over his 45-year career with our company while serving in various roles. Mr. Funicelli has built industry alliances with suppliers and customers in an effort to bring a wide range of opportunities to our company. In addition to his extensive management experience, Mr. Funicelli has manufacturing, sales, and accounting experience. As our Chief Executive Officer, Mr. Funicelli is focused on the growth and innovation of our company. Mr. Funicelli’s day-to-day operational leadership of our company and in-depth knowledge of our products make him well qualified to serve on our board of directors.

James Bosco — Chief Financial Officer

Mr. Bosco has served as our Chief Financial Officer since 2014. Prior to joining our company, Mr. Bosco was the Controller at RR Donnelley Financial Inc., a leading provider of innovative software and technology-enabled financial regulatory and compliance solutions, from 2007 to 2014. Mr. Bosco has 32 years of accounting experience with both public and private manufacturing companies. Mr. Bosco also has extensive experience with overseeing reporting and compliance pursuant to the Sarbanes-Oxley Act. Due to his extensive accounting experience, Mr. Bosco has developed internal and external auditing skills. He received a B.S. degree in economics from Montclair State University and an associate degree in accounting from Bergen Community College. Mr. Bosco has a CPA qualification.

George Barenholtz — Director

Mr. Barenholtz has served as a director of our company since July 2000. Mr. Barenholtz served as Chairman of the board of directors from January 2001 to January 2023. Mr. Barenholtz is currently the President of Bar-Bar, Inc., a marketing and consulting company, and has served in that role since June 2000. Bar-Bar Inc. has served as a consultant to the Company since January 2001. Mr. Barenholtz has extensive experience in the manufacturing industry having been the Chairman and Chief Executive Officer of a manufacturer and marketer of specialty surgical products from April 1987 to June 1993 and as the Chief Executive Officer and co-founder of an exclusive distributor of advanced products for treating special fractures from June 1978 to July 1983. In addition, Mr. Barenholtz has worked in the real estate industry as a real estate developer and investor, having set up five real estate oriented investor groups which purchased and managed multiple real estate projects in the State of New Jersey. Mr. Barenholtz holds a B.Sc. degree in engineering from the University of Alberta, a M.S. degree in chemistry from Case Western Reserve University and an MBA degree in marketing from the Baruch School of Business. Mr. Barenholtz provides decades of experience in leading and managing manufacturing and product development businesses, and his service as a board member and investor in companies, make him well qualified to serve on our board of directors.

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Dennis Sabourin — Director

Mr. Sabourin has served as a director of our company since November 2022. Mr. Sabourin is currently Of Counsel at the law firm Rabner Baumgart Ben-Asher & Nirenberg, PC, where he has been an attorney since June 1994. Mr. Sabourin has experience with private placement offerings, represented companies and individual senior executives of national and international companies with regard to negotiating employment contracts and negotiating employment terminations, and counseled public companies in other various matters throughout his career. Mr. Sabourin holds a B.A. degree from the University of Vermont, a J.D. degree from the University of Pittsburgh and a Master of Laws in taxation from the University of Florida. Mr. Sabourin is not considered independent due to his transactional relationship with Mr. Sarma as his tax attorney. Mr. Sabourin is well qualified to serve as a director of our company due to his working experience with public companies and corporate governance.

Tejal Shah — Director

Ms. Shah will join our board of directors upon effectiveness of this registration statement. Ms. Shah is the founder, and since May 2019 has been the Managing Principal of Congruent Advisory Services LLC, through which she provides interim chief financial officer services and a wide range of consulting services, assisting private companies in their transition to becoming publicly traded companies, and helping companies prepare financial statements for SEC filings and improve their audit procedures. Prior to launching Congruent Advisory Services LLC, Ms. Shah served as Corporate Controller of Itafos Inc., a vertically integrated phosphate fertilizer business that is listed on TSX.V, where she was responsible for preparing their quarterly and annual filings with the TSX.V, and the company’s financial reporting processes, from February 2018 to April 2019. Ms. Shah also served as an independent consultant from January 2016 to December 2017, during which time she assisted in the bankruptcy of a public company as the accounting and reporting advisor to such company. Ms. Shah’s professional background also includes various finance roles and Big 5 public accounting experience. Ms. Shah holds an MBA degree from Rice University, a Bachelor in Commerce in Auditing & Accounting from the University of Bombay (India) and a Diploma in Information Systems Management from the National Institute of Information & Technology (India). Ms. Shah is a CPA in the U.S., Chartered Global Management Accountant (CGMA) and a Chartered Accountant (CPA equivalent) in India. Ms. Shah is also a member of the American Institute of Certified Public Accountants and the Texas State Board of Public Accountancy. Ms. Shah’s experience advising a broad array of companies and her expertise in financial and operational management, accounting, financial reporting and SEC filings make her well qualified to serve on our board of directors.

Leslie J. Goldman — Director

Mr. Goldman will join our board of directors upon effectiveness of this registration statement. Since September 2019, Mr. Goldman has served as Senior Vice President and General Counsel at Northwest Biotherapeutics, Inc., a publicly held clinical stage biotechnology company. Prior to this, Mr. Goldman was a partner at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP for over 30 years, specializing in a wide array of advanced technologies and their commercialization. Mr. Goldman also serves as an advisor to a number of other technology companies. Mr. Goldman received a B.A. degree in English from the University of Michigan in 1967 and a J.D. degree from the University of Michigan in 1970. Mr. Goldman’s business and legal experience, along with his directorship experience, makes him well qualified to serve on our board of directors.

Dennis Mehiel — Director

Mr. Mehiel will join our board of directors upon effectiveness of this registration statement. Mr. Mehiel has served as the Chairman and Chief Executive Officer of U.S. Corrugated, Inc., a leading independent manufacturer of corrugated packaging and point of purchase displays, since 2006. Mr. Mehiel was also the former Chairman and Chief Executive Officer of Sweetheart Cup Company, the nation’s former largest manufacturer of institutional food service disposables, from 1998 until it merged with its competitor Solo Cup Company in 2004. Prior to his tenure with Sweetheart Cup, Mr. Mehiel was the Chairperson and Chief Executive Officer of Box USA, a manufacturing and packaging company, which he founded in 1966 and subsequently sold to International Paper in 2004. Further, since July 1966, Mr. Mehiel has acted as the Managing Member of Four M Investments, LLC, which is a family office that focuses its investments in packaging, technology and food service industries. Additionally, Mr. Mehiel also currently serves as the Chairperson of the board of directors of McKinley Packaging Company, a green-centered paper and packaging private company. Mr. Mehiel served in the Army and attained the rank of Private First Class before pursuing a business career. Mr. Mehiel’s business experience in the manufacturing and packaging company makes him well qualified to serve on our board of directors.

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Family Relationships

There are no family relationships among any of our executive officers or directors.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past ten years:

• been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

• had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

• been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Our Status as a Controlled Company

Raghunathan Sarma, who currently owns approximately 65.5% of the voting power of our outstanding common stock, will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors, as well as the overall management and direction of our company. In the event of his death, the shares of our common stock that Mr. Sarma owns will be transferred to the persons or entities that he designates.

Because Mr. Sarma controls a majority of our outstanding voting power, we are a “controlled company” under the corporate governance rules for publicly-listed companies. For so long as we remain a controlled company, we are exempt from the obligation to comply with certain NYSE American corporate governance requirements, including:

• the requirement to have a board of directors comprised of a majority of independent directors;

• the requirement that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors; and

• the requirement that the compensation of officers be determined, or recommended to the board for determination, either by the independent directors or a compensation committee comprised solely of independent directors.

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The controlled company exemptions do not apply to the audit committee requirement or the requirement for executive sessions of independent directors. We are required to disclose in our annual report that we are a controlled company and the basis for that determination. Although we do not plan to take advantage of the exemptions provided to controlled companies, we may in the future take advantage of such exemptions.

Upon the completion of this offering, Mr. Sarma will continue to own over 50% of our outstanding common stock until Mr. Sarma no longer has voting control over 1,015,000 shares of our common stock held by George Barenholtz, a director of our company, pursuant to a proxy agreement dated November 4, 2022, by and between Mr. Sarma and Mr. Barenholtz, which agreement will terminate on the date that our common stock is “actively traded” on the NYSE American, as such term is defined in the proxy agreement.

Composition of Our board of directors

Upon the effectiveness of this offering, our board of directors will consist of 6 members.

Director Independence

The NYSE American company guide requires that, subject to specified exceptions, including the “controlled company” exemption described above, each member of a listed company’s audit, compensation and nominations committee be independent, or, if a listed company has no nominations committee, that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the board’s independent directors. The NYSE American company guide further requires that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Our board of directors has determined that all members of the board of directors, except Mr. Funicelli, Mr. Barenholtz and Mr. Sabourin, are independent directors, as defined under applicable NYSE American rules. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our common stock by each non-employee director.

Prior to the effectiveness of this offering, we expect that the composition of our committees will comply with all applicable requirements of NYSE American and the rules and regulations of the SEC.

Board Committees

Our board of directors will establish an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which will operate pursuant to a charter to be adopted by our board of directors and will be in place upon the effectiveness of this offering. Upon the effectiveness of this offering, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE American, and SEC rules and regulations.

Audit Committee

Upon the effectiveness of this offering, we will establish an audit committee of the board of directors. As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are only required to have at least two members of the audit committee under the NYSE American listing standards, all of whom must be independent, subject to certain phase-in provisions. Tejal Shah and Leslie J. Goldman will serve as members of our audit committee, and both meet the independent director standard under national exchange listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Ms. Shah will serve as chairperson of our audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Ms. Shah qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Upon effectiveness of this registration statement, we will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including:

• appoint, compensate, and oversee the work of any registered public accounting firm employed by us;

• resolve any disagreements between management and the auditor regarding financial reporting;

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• pre-approve all auditing and non-audit services;

• retain independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation;

• seek any information it requires from employees-all of whom are directed to cooperate with the audit committee’s requests-or external parties;

• meet with our officers, external auditors, or outside counsel, as necessary; and

• oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policy.

Compensation Committee

Upon the effectiveness of this offering, we will establish a compensation committee of the board of directors. Leslie J. Goldman and Dennis Mehiel will serve as members of our compensation committee. Under the national exchange listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Both Mr. Goldman and Mr. Mehiel meet the independent director standard under national exchange listing standards applicable to members of the compensation committee. Mr. Mehiel will serve as chairperson of the compensation committee.

Upon effectiveness of this registration statement, we will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including:

• discharge the responsibilities of the board of directors relating to compensation of our directors, executive officers and key employees;

• assist the board of directors in establishing appropriate incentive compensation and equity-based plans and to administer such plans;

• oversee the annual process of evaluation of the performance of our management; and

• perform such other duties and responsibilities as enumerated in and consistent with compensation committee’s charter.

The charter will permit the committee to retain or receive advice from a compensation consultant and will outline certain requirements to ensure the consultants independence or certain circumstances under which the consultant need not be independent. We have not retained such a consultant.

Nominating and Governance Committee

Upon the effectiveness of this offering, we will establish a nominating and governance committee of the board of directors that will be comprised of independent directors. Leslie J. Goldman and Dennis Mehiel will serve as members of our nominating and governance, with Mr. Goldman as chairperson. Both Mr. Goldman and Mr. Mehiel meet the independent director standard under national exchange listing standards.

Upon effectiveness of this registration statement, we will adopt a nominating and governance committee charter, which will detail the purpose and responsibilities of the nominating and governance committee, including:

• assist the board of directors by identifying qualified candidates for director nominees, and to recommend to the board of directors the director nominees for the next annual meeting of shareholders;

• lead the board of directors in its annual review of its performance;

• recommend to the board director nominees for each committee of the board of directors; and

• develop and recommend to the board of directors corporate governance guidelines applicable to us.

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Risk Oversight

Our audit committee will be responsible for overseeing our risk management process. Our audit committee will focus on our general risk management policies and strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Code of Business Conduct and Ethics

Upon effectiveness of this offering, we will adopt a Code of Business Conduct and Ethics, or the “Code of Conduct,” applicable to directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct will be available on the Investor Relations portion of our website at www.unifoil.com. The nominating and corporate governance committee of our board of directors will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of NYSE American concerning any amendments to, or waivers of, any provision of the Code of Conduct.

Promotors and Control Persons

In 2009, Raghunathan Sarma (“Sarma”), our largest stockholder, and his wife, Gaile Sarma (Sarma and Gaile Sarma together, the “Sarmas”), were issued notices of deficiency (the “Notices”) from the Internal Revenue Service (the “IRS”) concerning the disallowance of a $77.6 million loss deduction they reported in their joint tax returns in 2001 which impacted their federal income tax returns in the years 2001 through 2004. The loss deduction related to the purchase and sale of foreign currency positions in three interrelated partnerships and the purchase and sale of partnership interests in those partnerships (all in 2001) resulting in the passthrough of the loss deduction to Sarma in large part offsetting gains from the sale by American Megatrends, Inc. (an S corporation in which Sarma owned an approximately 48% interest) of a substantial portion of its assets followed by the redemption of Sarma’s stock in America Megatrends in 2001. In response to the Notices, the Sarmas timely filed a petition in U.S. Tax Court challenging the Notices which eventually resulted in the resolution of certain tax issues other than the loss and a dismissal of the Tax Court case. The dismissal was followed in December of 2009 by the issuance of a series of notices of final partnership administrative adjustment (the “FPAAs”) to the partnerships involved in response to which a timely action challenging the FPAAs was filed in the U.S. District Court for the District of Florida challenging the disallowance of the loss. In 2014, the U.S. District Court, following an 8 day trial, upheld the disallowance of the loss. On appeal to the U.S. Court of Appeals for the 11th Circuit, in November of 2015 the District Court opinion was upheld with regard to the disallowance of the loss. In December of 2016, deficiency notices were issued to the Sarmas based upon the disallowance of the loss. The Sarmas timely filed petitions with the U.S. Tax Court challenging the deficiencies. Cross motions were filed for summary judgment. In December of 2018 the Tax Court ruled that the statute of limitations did not apply to bar the deficiencies at issue in the second Tax Court proceeding and ruled in favor of the IRS. In 2019, the Sarmas timely filed a motion for reconsideration of the Tax Court’s opinion en banc which was denied followed by an appeal to the U.S. Court of Appeals for the 11th Circuit which denied the appeal, upholding the Tax Court opinion in August of 2022. At this time the Sarmas have paid as a deposit against the tax liability the sum of $15,000,000 and are awaiting a final assessment from the IRS at which point it is expected that a request for an abatement of interest will be filed. The final amount owed by the Sarmas is not determinable at this point in time.

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EXECUTIVE COMPENSATION

Named Executive Officers

Our named executive officers are Joseph Funicelli and James Bosco.

Compensation of our Executive Officers for 2023 and 2022

Summary Compensation Table

The following table contains information about the compensation paid to or earned by each of our named executive officers during the most recently completed fiscal year.

Name and Principal Position	Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(1)	Total Compensation ($)
Joseph Funicelli	2023	326,019	—	—	—	3,000	329,019
President and Chief Executive Officer	2022	306,121	—	—	—	3,000	309,121
James Bosco	2023	180,000	—	—	—	5,000	185,000
Chief Financial Officer	2022	151,000	—	—		5,000	156,000

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(1) “All Other Compensation” for Mr. Funicelli and Mr. Bosco consist of their year-end bonus for services as executive officers of the Company for the years ended December 31, 2023 and 2022, respectively.

Employment Agreements with Executive Officers

Joseph Funicelli

The Company entered into an employment agreement with Joseph Funicelli on January 1, 2008 (the “Funicelli Agreement”), which was amended and restated on January 10, 2023. Pursuant to Mr. Funicelli’s employment agreement, he will serve as the Company’s Chief Executive Officer and receive a yearly salary of $306,121. Mr. Funicelli’s employment shall continue until December 10, 2027, or three (3) years following a Change In Control (as defined in the Funicelli Agreement) provided that, on December 10, 2025 and each December 10 thereafter the term shall extend one year such that at all times on December 10 there shall be at least three (3) years of employment remaining.

Mr. Funicelli’s salary shall be reviewed at least annually by our board of directors and may be increased by such amount it determines, provided that the minimum increase each year shall be the greater of (a) three and one half percent (3.5%) per annum or (b) the increase of the consumer price index for the “All Urban Consumers — New York — Northern New Jersey — Long Island Area” during the employment term. Mr. Funicelli’s salary may not be decreased during his employment term.

Mr. Funicelli is entitled to receive a quarterly bonus for each calendar year of employment. Any additional bonus, the amount and terms, shall be determined in the sole discretion of the Company’s compensation committee. Mr. Funicelli shall be eligible to receive equity awards under the Company’s equity incentive plan or any successor plan, as determined by the compensation committee. Mr. Funicelli will be entitled to a transaction bonus, as calculated pursuant to the Funicelli Agreement, upon a Change in Control. The transaction bonus is not based on any performance metrics.

Mr. Funicelli’s employment may be terminated by either the Company or Mr. Funicelli at any time and for any reason provided that either party shall be required to give the other party at least one hundred eighty (180) days advance written notice of any termination. Upon termination of Mr. Funicelli’s employment, Mr. Funicelli shall be entitled to the compensation and benefits accrued at the time of termination.

The Company may terminate Mr. Funicelli’s employment for Cause or Mr. Funicelli may terminate Without Good Reason (as each are defined in the Funicelli Agreement). Termination of Mr. Funicelli’s employment shall not be deemed for Cause unless and until the Company delivers to Mr. Funicelli a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the board of directors (after reasonable written notice is provided to Mr. Funicelli and Mr. Funicelli is given an opportunity, together with counsel, to be heard before the

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board of directors), describing the specifics of the conduct that is the basis for the finding that Mr. Funicelli is being terminated for Cause. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Mr. Funicelli shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Mr. Funicelli notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Mr. Funicelli’s employment without notice and with immediate effect. Upon termination for Cause, Mr. Funicelli will be paid all accrued salary and bonus compensation to the extent earned as well as any vested or earned benefits under any plans of the Company that Mr. Funicelli is a participant of.

If termination for Good Reason (as defined in the Funicelli Agreement) is initiated by Mr. Funicelli, he cannot terminate employment unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds. The Company shall have at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If Mr. Funicelli does not terminate employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, then he will be deemed to have waived the right to terminate for Good Reason with respect to such grounds. In the event Mr. Funicelli terminates his employment for Good Reason he shall have the right to pursue payments of amounts owed to him including damages or expenses he incurs by reason of the Good Reason including a recoupment of any reduction in salary.

In addition, if Mr. Funicelli is terminated for Cause or Without Good Reason, he shall be entitled to receive severance as follows: (i) any accrued but unpaid salary payments to be paid on the payment date following the termination; (ii) any declared but unpaid bonuses and vacation days up to the termination date; (iii) reimbursement for any business expenses properly incurred by Mr. Funicelli, subject to the Company’s internal expense reimbursement policy; and (iv) any benefits that Mr. Funicelli is entitled for under the Company’s employee benefit plans as of the termination date; provided that Mr. Funicelli is not entitled to any payments in the nature of severance or termination payments except as provided in the Funicelli Agreement.

In the event Mr. Funicelli’s employment is terminated for Good Reason or Without Cause (as defined in the Funicelli Agreement), or because of the Company’s failure to renew the Funicelli Agreement, Mr. Funicelli shall be entitled to receive the following, subject to Mr. Funicelli’s compliance with the Funicelli Agreement and his execution of a release of claims in favor of the Company, with such release becoming effective within twenty-one (21) days of the termination date: (i) two equal payments equivalent to half (1/2) of an amount equal to thirty-six (36) months of Mr. Funicelli’s salary for the year in which the termination occurs, the first of such payment to be paid within thirty (30) days following the termination date, and the second of such payment to be paid on the first annual anniversary of the termination date; (ii) reimbursement for monthly “COBRA” premiums for Mr. Funicelli and his dependents, if he timely and properly elects health continuation coverage, which reimbursement shall last until the earliest of: (a) the eighteen (18) month anniversary of the termination date; (b) the date Mr. Funicelli is no longer eligible to receive COBRA continuation coverage; or (c) the date on which Mr. Funicelli receives substantially similar coverage from another employer or other source; and (iii) any outstanding equity award will vest, subject to determination by the terms of the Plan (as defined below).

If Mr. Funicelli is terminated for Good Reason or because of the Company’s failure to renew the Funicelli Agreement, in each case within twenty-four (24) months following a Change in Control (as defined in the Funicelli Agreement), Mr. Funicelli shall be entitled to receive the following: (i) two equal payments equivalent to half (1/2) of an amount equal to three (3) times Mr. Funicelli’s salary for the year in which the termination occurs, three times (3) the additional bonus amount Mr. Funicelli has received in the year prior to the year in which the Change of Control occurred, if any, and twelve (12) times the average quarterly bonus for the calendar quarter received in the last twelve (12) quarters prior to the quarter in which the Change of Control occurred, the first of such payment to be paid within thirty (30) days following the termination date, and the second of such payment to be paid on the first annual anniversary of the termination date; and (vi) reimbursement for monthly COBRA premiums for Mr. Funicelli and his dependents, if he timely and properly elects health continuation coverage, which reimbursement shall last until the earliest of: (a) the eighteen (18) month anniversary of the termination date; (b) the date Mr. Funicelli is no longer eligible to receive COBRA continuation coverage; or (c) the date on which Mr. Funicelli receives substantially similar coverage from another employer or other source; and (iv) any outstanding equity award will vest, subject to determination by the terms of the Plan (as defined below).

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Mr. Funicelli has no limits on his vacation or holidays. He will receive health benefits in accordance with those extended to all the Company’s full time employees. The Company shall provide Mr. Funicelli with individual life insurance coverage of ten million dollars ($10,000,000), with the Company and Mr. Funicelli to be the equal 50/50 beneficiaries of such coverage. Mr. Funicelli will also receive an automobile allowance during his employment.

Mr. Funicelli is not permitted to operate on his own or on behalf of other individuals or enterprises any business providing the same or similar competitive products or services. There is customary confidentiality and non-solicitation clauses in Mr. Funicelli’s agreement whereby he has agreed to keep all confidential information confidential and will not directly or indirectly solicit any of the Company’s employees for a period of one (1) year after his employment with the Company ends.

Mr. Funicelli is not allowed to engage in any activities that may compete with the Company during the term of his employment, and for one (1) year after the termination of his employment. During Mr. Funicelli’s employment and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Mr. Funicelli on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company or any successor.

James Bosco

The Company entered into an employment agreement with James Bosco on December 31, 2022 (the “Bosco Agreement”), pursuant to which Mr. Bosco will serve as our Chief Financial Officer and receive a yearly salary of $180,000. Mr. Bosco’s employment shall continue until December 31, 2025.

Mr. Bosco’s salary shall be reviewed at least annually by our board of directors and may be increased by such amount it determines in its sole discretion. Mr. Bosco’s salary may not be decreased during his employment term.

Mr. Bosco shall also be eligible to receive equity awards under the Company’s equity incentive plan or any successor plan, as determined by the Company’s compensation committee.

Mr. Bosco’s employment may be terminated by either the Company or Mr. Bosco at any time and for any reason, provided that either party shall be required to give the other party at least thirty (30) days advance written notice of any termination. Upon termination of Mr. Bosco’s employment, Mr. Bosco shall be entitled to the compensation and benefits accrued at the time of termination.

The Company may terminate Mr. Bosco’s employment for Cause or Mr. Bosco may terminate Without Good Reason (as each are defined in the Bosco Agreement). Termination of Mr. Bosco’s employment shall not be deemed for Cause unless and until the Company delivers to Mr. Bosco a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the board of directors (after reasonable written notice is provided to Mr. Bosco and Mr. Bosco is given an opportunity, together with counsel, to be heard before the board of directors), describing the specifics of the conduct that is the basis for finding that Mr. Bosco being terminated for Cause. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Mr. Bosco shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Mr. Bosco notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Mr. Bosco’s employment without notice and with immediate effect. Upon termination for Cause, Mr. Bosco will be paid all accrued salary and bonus compensation to the extent earned as well as any vested or earned benefits under any plans of the Company that Mr. Bosco is a participant of.

If termination for Good Reason (as defined in the Bosco Agreement) is initiated by Mr. Bosco, he cannot terminate employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds. The Company shall have at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If Mr. Bosco does not terminate employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, then he will be deemed to have waived the right to terminate for Good Reason with respect to such grounds. In the event Mr. Bosco terminates his employment for Good Reason he shall have the right to pursue payments of amounts owed to him including damages or expenses he incurs by reason of the Good Reason including a recoupment of any reduction in salary.

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In addition, if Mr. Bosco is terminated for Cause or Without Good Reason, he shall be entitled to receive severance wages in the amount equal to one week of pay for each year of employment.

If Mr. Bosco is terminated for Good Reason or because of the Company’s failure to renew the Bosco Agreement, in each case within twenty-four (24) months following a Change in Control (as defined in the Bosco Agreement), Mr. Bosco shall be entitled to receive the following: (i) reimbursement for monthly COBRA premiums for Mr. Bosco and his dependents, if he timely and properly elects health continuation coverage, which reimbursement shall last until the earliest of: (a) the eighteen (18) month anniversary of the termination date; (b) the date Mr. Bosco is no longer eligible to receive COBRA continuation coverage; or (c) the date on which Mr. Bosco receives substantially similar coverage from another employer or other source.

Mr. Bosco has no limits on his vacation or holidays. He will receive health benefits in accordance with those extended to all the Company’s full time employees.

Mr. Bosco is not permitted to operate on his own or on behalf of other individuals or enterprises any business providing the same or similar competitive products or services. There is customary confidentiality and non-solicitation clauses in the Bosco Agreement whereby Mr. Bosco has agreed to keep all confidential information confidential and will not directly or indirectly solicit any of the Company’s employees for a period of one (1) year after his employment with the Company ends.

Mr. Bosco is not allowed to engage in any activities that may compete with the Company during the term of his employment, and for one (1) year after the termination of his employment.

Outstanding Equity Awards

The following table sets forth information regarding equity awards held by our Named Executive Officers as of December 31, 2023.

Name	Number of Shares Underlying Unexercised Options # Exercisable	Number of Shares Underlying Unexercised Options # Unexercisable	Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Options	Option Exercise Price	Option Expiration Date
Joseph Funicelli	—	—	—	—	—
James Bosco	—	—	—	—	—

2023 Equity Incentive Plan

We maintain the Unifoil Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”), under which we may grant awards to our employees, officers and directors and certain other service providers. As of December 31, 2022, we have not granted any stock options or other equity awards under this or any other incentive compensation plan and none will be granted prior to closing of this offering.

Our board of directors administers the Plan. The board of directors is authorized to grant awards to eligible employees, consultants and other service providers.

The aggregate number of shares of common stock that may be issued under the Plan may not exceed 10,000,000 shares of common stock. All of our current employees, consultants and other service providers are eligible to be granted awards under the Plan. Eligibility for awards under the Plan is determined by the board of directors in its discretion.

The Plan permits the discretionary award of incentive stock options (“ISOs”), non-statutory stock options (“NQSOs”), restricted stock, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), other equity awards and/or cash awards to selected participants. The Plan will remain in effect until the date upon which the Plan is terminated pursuant to its terms by the board of directors or plan administrator, and in any event subject to the maximum share limit of the Plan.

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The plan administrator has the sole discretion in setting the vesting period and, if applicable, exercise schedule of an award, determining that an award may not vest for a specified period after it is granted and accelerating the vesting period of an award. The plan administrator determines the exercise or purchase price of each award, to the extent applicable.

Unless the plan administrator provides otherwise, the Plan does not allow for the transfer of awards other than by will or the laws of descent and distribution. Unless otherwise permitted by the plan administrator, options may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative.

In the event the board of directors determines that any dividend or distribution, recapitalization, stock split, reorganization, merger, consolidate, split-up, spin-off, or other similar corporate transact or event affects the shares subject to the Plan such that an adjustment is determined by the board of directors or committee to be appropriate to prevent dilution or enlargement of the benefits intended to be made under the Plan, appropriate adjustments will be made to the share maximums and exercise prices, as applicable.

The board of directors may amend, alter, suspend, discontinue, or terminate the plan, including, without limitation, any amendment, alternation, suspension, discontinuation, or termination that would impart the rights of any participant, or any other holder or beneficiary of any award theretofore granted, without the consent of any share owner, participant, other holder or beneficiary of an award, or other person, unless required by applicable law.

Director Compensation

We have made no payments to our directors in consideration of their services to date. We have entered into an agreement with each of our non-executive directors to pay for their service as directors after we complete this offering, which provides that they will receive total compensation in the value of $48,000 per year, paid in quarterly installments of $12,000, consisting of: (i) $4,000 in cash, and (ii) $8,000 in stock options, which will be granted in accordance with the terms and conditions of our Plan and will vest over a three-year period on the first, second, and third anniversaries of the grant dates.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock by (i) each 5% stockholder, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group. Unless otherwise indicated, the address of each executive officer and director is c/o Unifoil Holdings, Inc. at 12 Daniel Road East, Fairfield, NJ 07004. As of May 6, 2024, there were 12,027,326 shares of our common stock issued and outstanding.

The number of shares of common stock beneficially owned by each stockholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of shares of our common stock includes (1) any shares as to which the person or entity has sole or shared voting power or investment power and (2) any shares as to which the person or entity has the right to acquire beneficial ownership within 60 days after the date hereof. Each holder’s percentage ownership after this offering is based on shares of common stock to be outstanding immediately after the consummation of this offering. The percentages assume no exercise by the underwriters of their option to purchase additional shares.

Name of Beneficial Owner	Number of Shares Beneficially Owned Before Offering	Percentage of Shares Beneficially Owned Before Offering		Number of Shares Beneficially Owned After Offering	Percentage of Shares Beneficially Owned After Offering(1)
5% Shareholders
Raghunathan Sarma(2)	7,874,179	65.5	%	7,874,179	55.4	%

Directors and Named Executive Officers
Joseph Funicelli(3)	1,714,405	14.3	%	1,732,587	12.2	%
James Bosco	—	—		—	—
George Barenholtz(4)	576,757	4.8	%	576,757	4.1	%
Dennis Sabourin	—	—		—	—
Tejal Shah(5)	—	—		—	—
Leslie J. Goldman(5)	—	—		—	—
Dennis Mehiel(5)	—	—		—	—

All executive officers and directors as a group (7 persons)	2,291,162	19.0	%	2,309,344	16.3	%

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* Less than one percent of outstanding shares.

(1) Percentages give effect to the issuance of (i) 181,820 shares of common stock issuable upon conversion of the outstanding convertible promissory notes, which conversion will occur upon effectiveness of this offering and (ii) 2,000,000 shares of common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares.

(2) Includes (i) 6,859,179 shares of common stock held by Mr. Sarma (which includes 1,600,000 shares of common stock that were issued in connection with the conversion of outstanding amounts of certain notes previously issued to Mr. Sarma (see “Certain Relationships and Related Party Transactions” section below for more details)) and (ii) 1,015,000 shares of common stock held by Mr. Barenholtz that Mr. Sarma has sole voting control over pursuant to a proxy agreement dated November 4, 2022 by and among Mr. Sarma and Mr. Barenholtz (the “Proxy Agreement”) until such shares are “actively traded” on the NYSE American, as such term is defined in the Proxy Agreement. Mr. Sarma served as a director of our Company from July 2002 to November 2022.

(3) Includes 1,714,405 shares of common stock held by Mr. Funicelli (which includes 35,169 shares of common stock that were issued in connection with the conversion of outstanding amounts of certain notes previously issued to Mr. Funicelli (see “Certain Relationships and Related Party Transactions” section below for more details)) and, after the offering, 18,182 shares of common stock issuable upon conversion of the outstanding convertible promissory notes.

(4) Includes (i) 50,880 shares held by The Barenholtz Trust, of which Mr. Barenholtz is the trustee and (ii) 525,877 shares of common stock held by Mr. Barenholtz (which includes 16,697 shares of common stock that were issued in connection with the conversion of outstanding amounts of a previously issued note to Mr. Barenholtz (see “Certain Relationships and Related Party Transactions” section below for more details)).

(5) Directors to be appointed upon effectiveness of this registration statement.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2021, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

Related Party Transactions

Debt Conversion

Raghunathan Sarma Promissory Note

On June 11, 2011, we issued a promissory note to Raghunathan Sarma (the “Promissory Note”), a former director of our Company, in the principal amount of $3,000,000, which was amended and restated on November 14, 2022, which accrued interest at a rate of 5% per annum, compounded monthly.

Principal and interest of the Promissory Note were payable as follows:

(a) Interest only payable monthly, in arrears, in the amount of $12,500 on the first calendar day of each month beginning July 1, 2021, which interest payments will continue to be due on the first day of each calendar until December 1, 2022; and

(b) Beginning with the payment due on January 1, 2023 or the first of the month following the consummation of an initial public offering, whichever is first, and continuing on the first day of each calendar month for a period of 60 days or until the promissory note is paid in full, our company will, except as provided below, make consecutive and equal monthly payments of principal and interest in the amount of $56,614 for the following 60 months.

We were able to prepay the Promissory Note without any penalty, and we were required to pay 10% of the total payment due for any late payments. Mr. Sarma had the right to assign his right to collect payments on the Promissory Note to a third party.

If we failed to make all payments of principal and interest (and, if applicable, all late charges) due under this note on or before ten (10) business days following the date any such payment is due, Mr. Sarma may declare our Company to be in default of this Promissory Note.

In the event we default on the Promissory Note, Mr. Sarma has the right to require us to pay the remaining outstanding balance, unpaid interest and any applicable late charges and on this note immediately. Further, whether or not we are declared to have defaulted, any principal, interest, and late charges remaining due and unpaid at any time beyond ten (10) business days from the date such payment was due and continuing until paid by us in full, would accrue interest at the rate of 10% percent per annum compounded monthly.

On January 12, 2024, our board of directors, in connection with the Debt Conversion, approved the issuance of 500,902 shares of our common stock upon the conversion of the outstanding amount of the Promissory Note of $2,504,512.47 at a conversion price of $5.00 per share. As of May 6, 2024, we have no further obligations under the Promissory Note.

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Raghunathan Sarma Unsecured Promissory Note

On September 4, 2019, we issued an unsecured promissory note to Raghunathan Sarma (the “Unsecured Note”), in the principal amount of $990,470.55 with an interest rate of 6.5% per annum. The Unsecured Note had a maturity date of the earlier of October 1, 2042 or the date of acceleration of the loan upon an event of default (as defined in the Unsecured Note).

Beginning November 1, 2019, our monthly payment to Mr. Sarma was $6,925.06 per month over a period of 276 months.

Unpaid principal after the maturity date would accrue interest at a rate of 1% per month, compounded monthly, until paid in full for each complete month running from the maturity date until the entire amount due and owing until this note had been paid in full. There would be no “default rate of interest” with the enhanced rate of 1% per month effectively constituting the default rate of interest.

To the extent the Unsecured Note is prepaid, we would incur a prepayment penalty in the amount of $186,235.47 less the sum of $674.77 for each complete calendar month passing prior to the prepayment beginning with the month of October 2019. We were required to pay 10% of the total payment due for any late payments.

On January 12, 2024, our board of directors, in connection with the Debt Conversion, approved the issuance of 168,635 shares of our common stock upon the conversion of the outstanding amount of the Unsecured Note of $843,174.55 at a conversion price of $5.00 per share. As of May 6, 2024, we have no further obligations under the Unsecured Note.

Raghunathan Sarma Amended and Restated Note

On October 1, 2020, we issued a Corrected Amended and Restated Consolidated ABL, Pension, Infusion and Rollover Balloon Promissory Note to Raghunathan Sarma (the “Amended and Restated Note”) in the principal amount of $12,579,009 with an interest rate of 6.5% per annum.

Prior to the issuance of the Amended and Restated Note, we were indebted to Mr. Sarma as follows: (i) in the principal amount of $8,700,000, (the “ABL Loan”), (ii) in the principal amount of $711,457, in connection with an unsecured loan (the “Pension Loan”), (iii) in the principal amount of $1,429,148, in connection with an unsecured loan (the “Infusion Loan”), and (iv) in the principal amount of $1,738,404, in connection with an unsecured loan (the “Rollover Loan”). The Amended and Restated Note consolidated, amended and restated the terms of the foregoing loans and superseded all promissory notes and other loan documents that previously represented the loans known as the ABL Loan, the Pension Loan, the Infusion Loan and the Rollover Loan.

Pursuant to the Amended and Restated Note, we were required to pay Mr. Sarma $83,335 per month, in 60 equal installments of principal and interest and one final payment of all amounts outstanding under this note, including all accrued and unpaid interest, on October 10, 2025.

We were able to prepay this note without any penalty. The Amended and Restated Note could be assigned or transferred by Mr. Sarma upon notice to the Company, however we could not assign or transfer this note without the prior written consent of Mr. Sarma.

The Amended and Restated Note was secured by security interest pursuant to a security agreement (the “Security Agreement”) and we entered into a pledge agreement (the “Pledge Agreement”) whereby we irrevocably guaranteed the payments of this note. Additionally, the Amended and Restated Note was subject to the terms and conditions of a subordination agreement (the “Subordination Agreement”) which was effective in September 2020. Each of the Security Agreement, Pledge Agreement and Subordination Agreement are attached as exhibits to this registration statement.

On January 12, 2024, our board of directors, in connection with the Debt Conversion, approved the issuance of 930,463 shares of our common stock upon the conversion of $4,652,312.98 of the outstanding amount for the Amended and Restated Note at a conversion price of $5.00 per share, which conversion price terms were included in a new promissory note issued to Mr. Sarma (described below). As of May 6, 2024, the total unpaid balance of the Second Amended and Restated Note is approximately $7,111,420. The Second Amended and Restated Note continues to be subject to the terms and conditions of the Security Agreement, the Pledge Agreement and the Subordination Agreement.

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Further, on November 9, 2023, in connection with the conversion of a portion of the Amended and Restated Note, the Company issued a new promissory note, which was subsequently amended and restated on January 17, 2024, to reflect the adjusted conversion price of $5.00 per share, for the remaining portion of the Amended and Restated Note that was not converted, in the principal amount of $7,305,874.48 with an interest rate of 9% per annum and a maturity date of November 10, 2028 (the “Second Amended and Restated Note”), under which we are required to make equal monthly payments of principal and interest in the amount of $151,657.95, which payments started on December 10, 2023.

First Joseph Funicelli Promissory Note

On June 11, 2011, we issued a promissory note to Joseph Funicelli, our Chairman of the board of directors, Chief Executive Officer and President in the principal amount of $100,000, which was amended and restated on January 1, 2023, and which accrued interest at a rate of 5% per annum, compounded monthly (the “First Funicelli Note”).

Beginning January 1, 2023, and continuing on the first day of each calendar month until the First Funicelli Note was paid in full, we were required to make consecutive and equal monthly payments of principal and interest in the amount of $1,887. The remaining balance of principal and interest due, if any, would be payable in full as a lump sum payment on December 1, 2027.

We were able to prepay this note without any penalty, and we were required to pay 10% of the total payment due for any late payments. Mr. Funicelli had the right to assign his right to collect payments on the First Funicelli Note to a third party.

If we failed to make all payments of principal and interest (and, if applicable, all late charges) due under this note on or before ten (10) business days following the date any such payment was due, Mr. Funicelli could have declared us to be in default of this note.

In the event we defaulted on the First Funicelli Note, Mr. Funicelli had the right to require us to pay the remaining outstanding balance, unpaid interest and any applicable late charges and on this note immediately. Further, whether or not we were declared to have defaulted, any principal, interest, and late charges remaining due and unpaid at any time beyond ten (10) business days from the date such payment was due and continuing until paid by us in full, would accrue interest at the rate of 10% percent per annum compounded monthly.

On January 12, 2024, our board of directors, in connection with the Debt Conversion, approved the issuance of 16,697 shares of our common stock upon the conversion of the total outstanding amount of the First Funicelli Note of $83,483.75 at a conversion price of $5.00 per share. We have no further obligations under the First Funicelli Note.

Second Joseph Funicelli Promissory Note

On September 4, 2019, we issued a second note to Mr. Funicelli in the principal amount of $108,495 (the “Second Funicelli Note”), which accrued interest at a rate of 6.5 % per annum, compounded monthly, with a maturity date of October 1, 2042, or the acceleration of the note upon an Event of Default (as defined in the Second Funicelli Note).

We were able to prepay this note with a payment penalty of $20,400, minus $74 for each complete calendar month passing prior to the prepayment beginning October 2019. We were required to pay 10% of the total payment due for any late payments. We made a monthly payment of $450 on this note.

Upon maturity of the Second Funicelli Note, all unpaid principal would accrue at a rate of 1% per annum.

On January 12, 2024, our board of directors, in connection with the Debt Conversion, approved the issuance of 18,472 shares of our common stock upon the conversion of the total outstanding amount of the Second Funicelli Note of $92,360.47 at a conversion price of $5.00. We have no further obligations under the Second Funicelli Note.

First George Barenholtz Promissory Note

On June 11, 2011, George Barenholtz, a director of our company, was issued a promissory note by the Company in the principal amount of $100,000, which was amended and restated on January 1, 2023, which accrued interest at a rate of 5% per annum, compounded monthly (the “First Barenholtz Note”).

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Beginning January 1, 2023, and continuing on the first day of each calendar month until the First Barenholtz Note is paid in full, we were required to make consecutive and equal monthly payments of principal and interest in the amount of $1,887. The remaining balance of principal and interest due, if any, would be payable in full as a lump sum payment on December 1, 2027.

We were able to prepay this note without any penalty, and we were required to pay 10% of the total payment due for any late payments. Mr. Barenholtz had the right to assign his right to collect payments on the First Barenholtz Note to a third party.

If we failed to make all payments of principal and interest (and, if applicable, all late charges) due under this note on or before ten (10) business days following the date any such payment was due, Mr. Barenholtz could have declared us to be in default on this note.

In the event we defaulted on the First Barenholtz Note, Mr. Barenholtz had the right to require us to pay the remaining outstanding balance, unpaid interest and any applicable late charges and on this note immediately. Further, whether or not we are declared to have defaulted, any principal, interest, and late charges remaining due and unpaid at any time beyond ten (10) business days from the date such payment was due and continuing until paid by us in full, would accrue interest at the rate of 10% percent per annum compounded monthly.

On January 12, 2024, our board of directors, in connection with the Debt Conversion, issued 16,697 shares of our common stock upon the conversion of the total outstanding amount of the First Barenholtz Note of $83,483.75 at a conversion price of $5.00 per share. We have no further obligations under the First Barenholtz Note.

Second George Barenholtz Promissory Note

On September 4, 2019, we issued a second note to Mr. Barenholtz in the principal amount of $68,904.33 (the “Second Barenholtz Note”), which accrues interest at a rate of 6.5 % per annum, compounded monthly, with a maturity date of October 1, 2042, or the acceleration of the note upon an Event of Default (as defined in the Second Barenholtz Note).

We are able to prepay this note with a payment penalty of $12,956, minus $47 for each complete calendar month passing prior to the prepayment beginning October 2019. We are required to pay 10% of the total payment due for any late payments.

Upon maturity of the Second Barenholtz Note, all unpaid principal will accrue at a rate of 1% per annum.

The Company makes a monthly payment of $450 on this promissory note. As of May 6, 2024, the total unpaid balance of this note is $57,855.

Proxy Agreement

On November 4, 2022, Mr. Sarma and George Barenholtz, our director, entered into a proxy voting agreement (the “Proxy Agreement”). Pursuant to the Proxy Agreement, Mr. Barenholtz appointed Mr. Sarma as his attorney-in-fact with respect to the voting control over 1,015,000 of shares of our Company’s common stock owned by Mr. Barenholtz. The Proxy Agreement is irrevocable and will terminate on the earlier of (i) the date upon which a registration statement covering the Company’s common stock will be declared effective by the U.S. Securities and Exchange Commission for sale and our common stock will be “actively traded” (as defined in the Proxy Agreement) on either the Nasdaq market or the New York Stock Exchange, or (ii) there is a Change In Control (as defined by the Proxy Agreement) of our Company.

Bar-Bar Inc. Consulting Agreement

On February 1, 2023, we entered into a consulting agreement (the “Consulting Agreement”) with Bar-Bar, Inc. (“Bar-Bar”) which is controlled by our director George Barenholtz. The Consulting Agreement amends and restates the oral agreement that was effective by and between Bar-Bar and us as of August 1, 2008.

Pursuant to the Consulting Agreement, Bar-Bar receives a monthly consulting fee of $5,000.

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The Consulting Agreement is non-exclusive and has a term of one year. The Consulting Agreement will automatically terminate upon completion of this offering. There is customary confidentiality clauses in the Consulting Agreement.

Policy for Approval of Related-Person Transactions

Prior to this offering, we have not had a formal policy regarding approval of transactions with related persons. Upon effectiveness of this registration statement, our board of managers will adopt a related-person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or each person whom we know to beneficially own more than 5% of our outstanding shares of common stock (a “5% shareholder”) (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person transaction to our outside general counsel. The policy calls for the proposed related-person transaction to be reviewed by and if deemed appropriate approved by, the audit committee of our board of directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify the related-person transaction. The policy also permits the chair of the audit committee to review, and if deemed appropriate approve, proposed related-person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

• the related person’s interest in the related-person transaction;

• the approximate dollar amount involved in the related-person transaction;

• the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

• whether the transaction was undertaken in the ordinary course of our business;

• whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

• the purpose of, and the potential benefits to us of, the related-person transaction; and

• any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The audit committee may impose any conditions on the related-person transaction that it deems appropriate.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee of our board of directors in the manner specified in its charter.

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DESCRIPTION OF SECURITIES

The following description summarizes important terms of the classes of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation and our bylaws, which have been filed as exhibits to the registration statement of which this prospectus is a part.

Our authorized capital stock currently consists of 110,000,000 shares, consisting of (i) 100,000,000 shares of common stock, $0.001 par value per share, and (ii) 10,000,000 shares of “blank check” preferred stock, $0.001 par value per share.

As of May 6, 2024, there were issued and outstanding 12,027,326 shares of common stock held by 30 shareholders of record. No shares of preferred stock are currently issued or outstanding.

Common Stock

Voting Rights. The holders of shares of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders.

Dividends. The board of directors of our company may cause dividends to be paid to the holders of shares of common stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared on the common stock, whether payable in cash, in property or in shares of stock or other securities of our company, the holders of common stock shall be entitled to share ratably according to the number of shares of common stock held by them, in such dividends.

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our company, the holders of shares of common stock shall be entitled to share ratably, according to the number of shares of common stock held by them, in all remaining assets of our company available for distribution to its shareholders.

Blank Check Preferred Stock

Our board of directors has the authority to issue undesignated shares of “blank check” preferred stock in one or more series and to fix the designation, relative powers, preferences and rights and qualifications, limitations or restrictions of all shares of each such series, including, without limitation, dividend rates, conversion rights, voting rights, redemption and sinking fund provisions, liquidation preferences and the number of shares constituting each such series, without any further vote or action by the shareholders. The issuance of additional preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock or adversely affect the rights and powers, including voting rights, of the holders of our common stock and could, among other things, have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders. We have no present plans to issue any shares of preferred stock.

Warrants

Boustead Securities, LLC, as placement agent for the Bridge Financing, is entitled to receive warrants to purchase up an aggregate of 12,728 shares of our common stock. The warrants will have an exercise price of $1.925 per share, or 55% of the initial public offering price per share in this offering (assuming an initial public offering price of $3.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus), and will expire on the fifth anniversary of the date of issuance.

Limitations of Liability and Indemnification of Officers and Directors

Our charter and bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Stock Exchange Listing

Our application to list our shares of common stock for trading on the NYSE American under the symbol “UNFL” has been approved.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is VStock Transfer, LLC, Woodmere, New York.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of our common stock in the public market after this offering, or the perception that those sales may occur, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future. Future sales of our common stock in the public market either before (to the extent permitted) or after restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our common stock at such time and our ability to raise equity capital at a time and price we deem appropriate. Although we have been approved to list our common stock for trading on the NYSE American under the symbol “UNFL,” we cannot assure you that there will be an active public market for our common stock.

Sale of restricted shares

Based on the number of shares of our common stock outstanding as of May 6, 2024, and assuming no exercise of the underwriters’ option to purchase additional shares of common stock, following this offering we will have outstanding 15,209,146 shares of common stock. Following this offering, approximately 1,142,485 shares will be restricted as a result of securities laws or lock-up agreements but may be able to be sold commencing 180 days after the date of this prospectus.

All of the shares of common stock to be sold in this offering, and any shares sold upon exercise of the underwriters’ option to purchase additional shares of common stock, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates” as such term is defined in Rule 144 of the Securities Act. All remaining shares of common stock held by existing shareholders immediately prior to the consummation of this offering will be “restricted securities” as such term is defined in Rule 144. These restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualified for an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701.

Rule 144

In general, under Rule 144, as currently in effect, once we have been subject to the public company reporting requirements of the Exchange Act, for at least 90 days, a person (or persons whose shares are required to be aggregated) who is not deemed to have been one of our “affiliates” for purposes of Rule 144 at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months, including the holding period of any prior owner other than one of our “affiliates,” is entitled to sell those shares in the public market (subject to the lock-up agreement referred to below, if applicable) without complying with the manner of sale, volume limitations or notice provisions of Rule 144, but subject to compliance with the public information requirements of Rule 144. Rule 144(a)(1) defines an “affiliate” of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. Directors, officers and holders of ten percent or more of our voting securities (including securities which are issuable within the next 60 days) are deemed to be affiliates of the issuing company. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than “affiliates,” then such person is entitled to sell such shares in the public market without complying with any of the requirements of Rule 144 (subject to the lock-up agreement referred to below, if applicable). In general, under Rule 144, as currently in effect, once we have been subject to the public company reporting requirements of the Exchange Act for at least 90 days, our “affiliates,” as defined in Rule 144, who have beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than one of our “affiliates,” are entitled to sell in the public market, upon expiration of any applicable lock-up agreements and within any three-month period, a number of those shares of our common stock that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately 152,091 shares of common stock immediately after this offering (calculated assuming no exercise of the underwriters’ option to purchase additional shares and no exercise of outstanding stock options or warrants); or

• the average weekly trading volume of our common stock on the NYSE American during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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Such sales under Rule 144 by our “affiliates” or persons selling shares on behalf of our “affiliates” are also subject to certain manner of sale provisions, notice requirements and to the availability of current public information about us. Notwithstanding the availability of Rule 144, the holders of substantially all of our restricted securities have entered into lock-up agreements as referenced above and their restricted securities will become eligible for sale (subject to the above limitations under Rule 144) upon the expiration of the restrictions set forth in those agreements.

Rule 701

The Rule 701 exemption is not available to Exchange Act reporting companies. In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants or advisors who acquired common stock from us in connection with a written compensatory stock or option plan or other written agreement in compliance with Rule 701 under the Securities Act before the effective date of the registration statement of which this prospectus is a part (to the extent such common stock is not subject to a lock-up agreement) is entitled to rely on Rule 701 to resell such shares beginning 90 days after we become subject to the public company reporting requirements of the Exchange Act. Our affiliates can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of our company can resell shares in reliance on Rule 144 without having to comply with Rule 144’s current public information and holding period requirements in Rule 144. Accordingly, subject to any applicable lock-up agreements, beginning 90 days after we become subject to the public company reporting requirements of the Exchange Act, under Rule 701 persons who are non-affiliates may resell those shares without complying with the minimum holding period or public information requirements of Rule 144, and affiliates of our company may resell those shares without compliance with Rule 144’s minimum holding period requirements.

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UNDERWRITING

We will enter into an underwriting agreement with Boustead Securities, LLC, as the representative of the several underwriters of this offering (“Boustead” or the “Representative”), with respect to the shares of common stock being offered. Subject to the terms and conditions of the underwriting agreement between our company and Boustead, we have agreed to sell to the underwriters at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the respective number of shares of common stock set forth opposite its name in the following table:

Name of Underwriter		Number of Shares
Boustead Securities, LLC
Sutter Securities, Inc.
Total		2,000,000

Subject to the terms and conditions of the underwriting agreement, the underwriters have agreed to purchase all of the shares of common stock offered by this prospectus. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of any non-defaulting underwriters may be increased or the underwritten offering may be terminated. The underwriters are not obligated to purchase the shares of common stock covered by the underwriters’ over-allotment option described below. The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-Allotment Option

We have granted to the underwriters an option, exercisable no later than 45 calendar days after the date of this prospectus, to purchase up to an additional 300,000 shares of common stock, or 15% of the total number of shares of common stock to be offered by us in this offering, at the initial public offering price, less the underwriting discount. If this option is exercised in full, the total proceeds to us will be $6,560,000 before deduction of underwriting discounts and commissions and estimated offering expenses. The underwriters have agreed that, to the extent the over-allotment option is exercised, they will purchase a number of additional shares proportionate to the underwriters’ initial amount reflected in the foregoing table.

Representative’s Warrants

We have agreed to issue warrants to the Representative, which enables the Representative to purchase a number of shares of common stock equal to 7% of the aggregate number of shares of common stock sold in this offering. The Representative’s warrants will be exercisable, in whole or in part, commencing six months after the date of effectiveness of the registration statement of which this prospectus forms a part, and will be exercisable for a period of five years from the effective date of the registration statement of which this prospectus forms a part, at a price per share equal to 110% of the public offering price per share of the shares of common stock being sold in this offering. The Representative’s warrants also provide for customary anti-dilution provisions, a single demand registration right, and immediate “piggyback” registration rights with respect to the registration of the shares of common stock underlying the warrants, with a term of such demand and “piggyback” registration rights not to exceed five years from the commencement of sales in the offering. The warrants and the shares of common stock issuable upon exercise of the warrants have been included on the registration statement of which this prospectus forms a part. The Representative’s warrants and the shares of common stock underlying the Representative’s warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The Representative (or permitted assignees under the Rule) may not sell, transfer, assign, pledge or hypothecate the Representative’s warrants or the shares of common stock underlying the Representative’s warrants, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s warrants or the underlying shares of common stock for a period of 180 days from the commencement of sales in this offering, except to any FINRA member participating in the offering, their officers or partners, registered persons or

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affiliates. The Representative’s warrants will provide for adjustment in the number and price of such Representative’s warrants (and the shares of common stock underlying such Representative’s warrants) to prevent dilution in the event of a forward or reverse stock split, stock dividend or similar recapitalization.

Discounts and Commissions; Expenses

The following table shows the public offering price, underwriting discounts and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the Representative of the over-allotment option.

	Per Share(1)	Total Without Over- Allotment Option	Total With Full Over- Allotment Option
Initial public offering price	$	$	$
Underwriting discounts and commissions (7%)	$	$	$
Proceeds, before expenses, to us	$	$	$

Unifoil Holdings, Inc. S-1/A