Filing Details
- Accession Number:
- 0000897069-20-000447
- Form Type:
- 13D Filing
- Publication Date:
- 2020-11-17 19:48:30
- Filed By:
- Air T Inc
- Company:
- Lendway Inc. (NASDAQ:LDWY)
- Filing Date:
- 2020-11-18
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Air T, Inc | 3,409,742 | 0 | 3,409,742 | 0 | 3,409,742 | 27.9% |
| Groveland Capital | 0 | 422,000 | 0 | 422,000 | 422,000 | 3.4% |
| AO Partners I | 0 | 26,432 | 0 | 26,432 | 26,432 | Less than 1% |
| AO Partners | 0 | 26,432 | 0 | 26,432 | 26,432 | Less than 1% |
| Glenhurst Co | 80,000 | 0 | 80,000 | 0 | 80,000 | Less than 1% |
| Nicholas J. Swenson | 92,168 | 448,432 | 92,168 | 448,432 | 540,600 | 4.4% |
Filing
| CUSIP NO. 45765Y105 | Page 1 of 16 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)
INSIGNIA SYSTEMS, INC.
(Name of Issuer)
Common Stock, par value of $0.01 per share
(Title of Class of Securities)
45765Y105
(CUSIP Number)
Air T, Inc.
5930 Balsom Ridge Rd.
Denver, North Carolina 28037
Telephone: (828) 464-8741
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
- with copy to-
| Peter D. Fetzer Foley & Lardner LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI 53202-5306 (414) 297-5596 |
November 12, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
| CUSIP NO. 45765Y105 | Page 2 of 16 Pages |
| 1 | NAME OF REPORTING PERSON Air T, Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,409,742 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 3,409,742 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,409,742 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☒
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.9% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |||
| CUSIP NO. 45765Y105 | Page 3 of 16 Pages |
| 1 | NAME OF REPORTING PERSON Groveland Capital LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 422,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 422,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 422,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☒
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |||
| CUSIP NO. 45765Y105 | Page 4 of 16 Pages |
| 1 | NAME OF REPORTING PERSON AO Partners I, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 26,432 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 26,432 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,432 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☒
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |||
| CUSIP NO. 45765Y105 | Page 5 of 16 Pages |
| 1 | NAME OF REPORTING PERSON AO Partners, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 26,432 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 26,432 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,432 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☒
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |||
| CUSIP NO. 45765Y105 | Page 6 of 16 Pages |
| 1 | NAME OF REPORTING PERSON Glenhurst Co. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 80,000 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 80,000 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☒
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |||
| CUSIP NO. 45765Y105 | Page 7 of 16 Pages |
| 1 | NAME OF REPORTING PERSON Nicholas J. Swenson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) PF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 92,168(1) | ||
| 8 | SHARED VOTING POWER 448,432(2) | |||
| 9 | SOLE DISPOSITIVE POWER 92,168(1) | |||
| 10 | SHARED DISPOSITIVE POWER 448,432(2) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,600 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☒
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||
(1) Comprised of 12,618 shares held in his name, and the 80,000 shares held by Glenhurst Co.
(2) Comprised of the 422,000 shares held by Groveland Capital LLC, and the 26,432 shares held by AO Partner I, L.P.
| CUSIP NO. 45765Y105 | Page 8 of 16 Pages |
Amended and Restated Schedule 13D
Item 1. Security and Issuer.
This Amended and Restated Schedule 13D (the "Amended Schedule 13D" or "Statement") relates to shares of the Common Stock, par value $0.01 per share (the “Common
Stock”), of Insignia Systems, Inc., a Minnesota corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 8799 Brooklyn Blvd., Minneapolis, MN 55445.
Nicholas J. Swenson is the Chief Executive Officer of Air T, Inc., a Delaware corporation (“Air T”). Mr. Swenson also serves as a director of Air T. By virtue of Mr. Swenson serving on the
Board of Directors of Air T and as the Chief Executive Officer of Air T, and by virtue of Mr. Swenson’s control of the Swenson Group (as defined below), Air T and the Swenson Group may be deemed to constitute a “group” for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, Air T and the Swenson Group expressly disclaim membership in a group, as Mr. Swenson does not possess voting or dispositive power over the shares of
Common Stock held by Air T.
With regard to Groveland Capital LLC (“Groveland Capital”), AO Partners I, L.P. (“AO Partners Fund”), AO Partners, LLC (“AO Partners”), Glenhurst Co. (“Glenhurst”) and
Nicholas J. Swenson (collectively, the “Swenson Group”), this Schedule 13D relates to Common Stock of the Issuer held by the Swenson Group. Mr. Swenson is the Managing Member of Groveland Capital and may direct Groveland Capital as to the vote
and disposition of the shares of Common Stock it holds. Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, and has the power to direct the affairs of AO Partners Fund, including the voting and disposition of
shares of Common Stock held in the name of AO Partners Fund. Mr. Swenson is the sole owner of Glenhurst, and he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of
Glenhurst.
The securities reported herein as being beneficially owned by Air T do not include any securities held by any member of the Swenson Group. The securities reported herein as being beneficially owned
by the Swenson Group do not include any securities held by Air T.
| Item 2. | Identity and Background. |
(a) This Amended Schedule 13D is being filed jointly by Air T and the Swenson Group.
The parties identified in the list below constitute the “Swenson Group”:
| • | Groveland Capital LLC, a Delaware limited liability company. |
| • | AO Partners I, L.P., a Delaware limited partnership. |
| • | AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners Fund. |
| • | Glenhurst Co., a Minnesota corporation. |
| CUSIP NO. 45765Y105 | Page 9 of 16 Pages |
| • | Nicholas J. Swenson as the Managing Member of Groveland Capital and AO Partners; as the sole owner of Glenhurst; and as an individual beneficially owning shares of Common Stock in his own name. |
Each of the persons identified herein is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing
Agreement attached hereto. The Reporting Persons are filing this Amended Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Exchange Act. However, neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that such a group exists.
(a) – (c) This statement is filed by Mr. Swenson, with respect to the shares of Common Stock beneficially owned by him, as follows: (i) shares of Common Stock held in the name of AO Partners Fund
in Mr. Swenson’s capacity as Managing Member of AO Partners; (ii) shares of Common Stock held in the name of Groveland Capital in Mr. Swenson’s capacity as the Managing Member of Groveland Capital; (iii) shares of Common Stock held in the name of
Glenhurst in Mr. Swenson’s capacity as the sole owner of Glenhurst; and (iv) in Mr. Swenson’s capacity as an individual beneficially owning shares of Common Stock in his own name.
The principal business address of each of AO Partners Fund, AO Partners, Groveland Capital, Glenhurst and Mr. Swenson is 3033 Excelsior Blvd., Suite 560, Minneapolis, MN 55416. Each of AO Partners
Fund, AO Partners, Groveland Capital and Glenhurst are engaged in various interests, including investments. The principal occupation of Mr. Swenson is serving as the President, Chief Executive Officer and Chairman of the board of directors of Air T.
Mr. Swenson is also a private investor and the founder and managing member of Groveland, and the managing member of AO Partners, which is the general partner of AO Partners Fund.
The principal business address of Air T is 5930 Balsom Ridge Road, Denver, North Carolina 28037. The principal business of Air T is serving as a diversified holding company providing overnight air
cargo, aviation ground equipment, ground support services, printing equipment and maintenance, commercial jet engines and parts, and leasing services.
Information regarding the identity and background of each executive officer and director of Air T is set forth on Schedule A to this Amended Schedule 13D. Each of the individuals identified on
Schedule A to this Statement is a U.S. citizen.
(d) None of the Reporting Persons, any of their partners, managers, officers or other
controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, any of their partners, managers, officers or other
controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A to this Statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Swenson is a citizen of the United States of America.
| CUSIP NO. 45765Y105 | Page 10 of 16 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, excluding brokerage commissions, was approximately $8,503,491 in the aggregate. The source of these funds
was working capital or personal funds, as applicable.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Common Stock for investment purposes. The Reporting Persons may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of
the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law. The Reporting Persons may
engage in short selling or hedging or similar transactions with respect to the shares of Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.
To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the
Reporting Persons have such a purpose. Except as noted in this Amended Schedule 13D, none of the Reporting Persons currently has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (a) through
(j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
| Item 5. | Interests in Securities of the Issuer. |
(a) The Reporting Persons beneficially own in the aggregate 3,905,342 shares of Common
Stock, which represents approximately 32.3% of the Company’s outstanding shares of Common Stock. The following list sets forth the aggregate number and percentage (based on 12,235,140 shares of Common Stock outstanding as reported in the Issuer’s
Quarterly Report on Form 10-Q, for the quarter ended September 30, 2020) of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2.
| Name | Shares of Common Stock Beneficially Owned | Percentage of Shares of Common Stock Beneficially Owned |
| Air-T(1) | 3,409,742 | 27.9% |
| Groveland Capital (2) | 422,000 | 3.4% |
| AO Partners Fund | 26,432 | 0.2% |
| AO Partners (3) | 26,432 | 0.2% |
| Glenhurst Co. (4) | 80,000 | 0.7% |
| Nicholas J. Swenson (5) | 540,600 | 4.4% |
| (1) | Air T has sole voting and dispositive power with regard to the shares of Common Stock that it holds. Mr. Swenson serves on the Board of Directors of Air T and is the Chief Executive Officer of Air T. |
| (2) | Groveland Capital is an investment adviser and has voting and dispositive power with regard to the shares of Common Stock. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland
Capital. Therefore, Groveland Capital may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by Groveland Capital. |
| CUSIP NO. 45765Y105 | Page 11 of 16 Pages |
| (3) | AO Partners is the General Partner of AO Partners Fund and, as General Partner, has voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund. Because Mr. Swenson is the Managing Member of AO Partners,
he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund. |
| (4) | Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst. |
| (5) | Because Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name
of AO Partners Fund. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital, including the voting and disposition of shares of Common Stock held in the name of Groveland
Capital. Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common Stock held in the name of Glenhurst. |
(b) Air T has the sole power to direct the voting and disposition of the shares of
Common Stock beneficially owned by Air T. The voting and dispositive power of the Swenson Group and its members is described on their cover pages hereto and in Item 5(a), all of which are incorporated into this response by reference.
(c) Set forth below are all of the transactions in the Common Stock effected by the
Reporting Persons during the past 60 days.
| Date | Number of Shares Purchased or (Sold) | Price Per Share (Average Price Per Share as Noted by *) | Where and How Transaction Effected and Party |
| 11/12/2020 | 26,432 | $0.90 | Open Market by AO Partners Fund |
| 11/12/2020 | 30,000 | $08837 | Open Market by Glenhurst |
| 11/12/2020 | 50,000 | $0.895 | Open Market by Glenhurst |
| 10/27/2020 | (100,000) | $1.3628 | Open Market by Air T |
(d) No person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.
(e) Not applicable.
| CUSIP NO. 45765Y105 | Page 12 of 16 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Information set forth in Item 4 is incorporated herein by reference.
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing
of this Amended Schedule 13D.
With respect to AO Partners Fund, AO Partners is entitled to (1) an allocation of a portion of profits, if any, and (2) a management
fee based upon a percentage of total capital. Mr. Swenson is indemnified by AO Partners Fund, AO Partners, Groveland Capital and and Glenhurst for liabilities he may incur in connection with his duties for the Swenson Group.
Other than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships among
the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| Exhibit No. | Description |
| 99.1 | Joint Filing Agreement. |
| CUSIP NO. 45765Y105 | Page 13 of 16 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 16, 2020
| AIR-T, INC. By: /s/ Nicholas J. Swenson Nicholas J. Swenson Chief Executive Officer | |
| GROVELAND CAPITAL LLC By: /s/ Nicholas J. Swenson Nicholas J. Swenson Managing Member | |
| AO PARTNERS I, L.P. By: AO PARTNERS, LLC General Partner By: /s/ Nicholas J. Swenson Nicholas J. Swenson Managing Member | |
| AO PARTNERS, LLC By: /s/ Nicholas J. Swenson Nicholas J. Swenson Managing Member |
| CUSIP NO. 45765Y105 | Page 14 of 16 Pages |
| GLENHURST CO. By: /s/ Nicholas J. Swenson Nicholas J. Swenson Sole Owner | |
| /s/ Nicholas J. Swenson Nicholas J. Swenson |
| CUSIP NO. 45765Y105 | Page 15 of 16 Pages |
Schedule A
Identity and Background of Executive Officers of Air T, Inc.
| Name | Business Address | Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted |
| Nicholas J. Swenson | 5930 Balsom Ridge Road Denver, NC 28037 5000 West 36th Street, Suite 130 Minneapolis, MN 55416 | President and Chief Executive Officer Air T, Inc. 5930 Balsom Ridge Road Denver, NC 28037 Managing Member Groveland Capital LLC 5000 West 36th Street, Suite 130 Minneapolis, MN 55416 |
| Brian Ochocki | 5930 Balsom Ridge Road Denver, NC 28037 | Chief Financial Officer, Principal Accounting Officer and Treasurer Air T, Inc. 5930 Balsom Ridge Road Denver, NC 28037 |
Identity and Background of Directors of Air T, Inc.:
| Name | Business Address | Present Principal Occupation and Name, Principal Business and Address of any Organization in which such Employment Is Conducted |
| Nicholas J. Swenson | See above. | See above. |
| Raymond E. Cabillot | 5930 Balsom Ridge Road Denver, NC 28037 | Chief Executive Officer Farnam Street Capital, Inc. 5850 Opus Parkway Pondview Plaza, Suite 240 Minnetonka, MN 55343 Farnam Street Capital, Inc. is the general partner of Farnam Street Partners L.P., a private investment partnership. |
| CUSIP NO. 45765Y105 | Page 16 of 16 Pages |
| William R. Foudray | 5930 Balsom Ridge Road Denver, NC 28037 | Executive Vice President Vantage Financial, LLC 444 Second Street Excelsior, MN 55331 Vantage Financial, LLC is an equipment leasing and finance company. |
| Gary S. Kohler | 5930 Balsom Ridge Road Denver, NC 28037 | Chief Investment Officer, Portfolio Manager and Managing Partner Blue Clay Capital Management, LLC 5000 West 36th Street, Suite 115 Minneapolis, MN 55416 Blue Clay Capital Management, LLC is an investment management firm. |
| Peter McClung | 5930 Balsom Ridge Road Denver, NC 28037 | Chief Executive Officer The Jump Group, LLC 808 Main Street Grandview, MO 64030 The Jump Group, LLC is a joint venture technology company with welcometoseven.com, a full-service branding agency of which Mr. McClung is a founder, and venture capital investors. |
| Travis Swenson | 5930 Balsom Ridge Road Denver, NC 28037 | Global Head of Client Accounting Services WeWork 115 W. 18th Street New York, NY 10011 WeWork is a commercial real estate company that provides flexible shared workplaces for entrepreneurs and companies. |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on
Schedule 13D (including any and all amendments thereto) with respect to the common stock, $0.01 par value, of Insignia Systems, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing.
The undersigned agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and
completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe
that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
Dated: November 16, 2020
| AIR-T, INC. By: /s/ Nicholas J. Swenson Nicholas J. Swenson Chief Executive Officer | |
| GROVELAND CAPITAL LLC By: /s/ Nicholas J. Swenson Nicholas J. Swenson Managing Member | |
| AO PARTNERS I, L.P. By: AO PARTNERS, LLC General Partner By: /s/ Nicholas J. Swenson Nicholas J. Swenson Managing Member |
| AO PARTNERS, LLC By: /s/ Nicholas J. Swenson Nicholas J. Swenson Managing Member | |
| GLENHURST CO. By: /s/ Nicholas J. Swenson Nicholas J. Swenson Sole Owner | |
| /s/ Nicholas J. Swenson Nicholas J. Swenson |