Kelso Technologies Inc. Files 20-F Annual Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>Kelso Technologies Inc. has filed its annual 20-F report detailing its fiscal year 2023 performance and corporate structure.</b>

AI Summary

KELSO TECHNOLOGIES INC (KIQSF) filed a Foreign Annual Report (20-F) with the SEC on April 4, 2024. Kelso Technologies Inc. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company is incorporated in British Columbia, Canada, with its principal executive offices located in Surrey. As of December 31, 2023, Kelso Technologies Inc. had 54,443,422 common shares outstanding. James R. Bond serves as the Chief Executive Officer and is listed as the company contact person. The filing indicates the company is not a well-known seasoned issuer and is required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

For investors and stakeholders tracking KELSO TECHNOLOGIES INC, this filing contains several important signals. This filing provides a comprehensive overview of Kelso Technologies Inc.'s financial and operational status for the fiscal year 2023, crucial for investors to assess the company's performance and outlook. As a public company, the 20-F filing ensures transparency and compliance with SEC regulations, offering insights into share structure, executive leadership, and corporate governance.

Risk Assessment

Risk Level: low — KELSO TECHNOLOGIES INC shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain new material events or significant financial disclosures that would indicate elevated risk.

Analyst Insight

Investors should review the full 20-F filing to understand Kelso Technologies Inc.'s financial health, operational details, and any forward-looking statements for the fiscal year 2023.

Executive Compensation

Key Numbers

• 54,443,422 — Common Shares Outstanding (As of December 31, 2023)
• 2023-12-31 — Fiscal Year End (Period covered by the report)
• 2024-04-04 — Filing Date (Date the report was filed)

Key Players & Entities

• KELSO TECHNOLOGIES INC (company) — Registrant name
• 2024-04-04 (date) — Filing date
• December 31, 2023 (date) — Fiscal year end
• James R. Bond (person) — Chief Executive Officer
• British Columbia, Canada (location) — Jurisdiction of incorporation
• Surrey (location) — Principal executive offices city
• 54,443,422 (dollar_amount) — Common shares outstanding as of December 31, 2023
• 001-36685 (company) — SEC file number

FAQ

Industry Context

Kelso Technologies Inc. operates within the railroad equipment industry, as indicated by its SIC code.

Regulatory Implications

The company is filing a Form 20-F, which is an annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers.

What Investors Should Do

1. Review the full 20-F filing for detailed financial statements and management discussion.
2. Analyze the number of outstanding shares and any changes from previous periods.
3. Identify any disclosures related to executive compensation or corporate governance.

Year-Over-Year Comparison

This is the initial filing of the 20-F for the fiscal year ended December 31, 2023, as no prior period data is available in this extract.

Key Financial Figures

• $1 b — hat status earlier if revenues exceed US$1 billion, or if the company issues more th
• $1 billion — , or if the company issues more than US $1 billion in non-convertible debt in a three year
• $1,070,000,000 — merging Growth Companies have less than $1,070,000,000 in annual gross revenues. -1- TABLE
• $1,500 — ing rail car revenue from an average of $1,500 per tank car to over $10,000 per tank c
• $10,000 — average of $1,500 per tank car to over $10,000 per tank car; patent applications; the
• $80 billion — rding the ADAS software market reaching $80 billion by 2030; new value creation from new bu
• $25 million — tion capacity to generate approximately $25 million of annual revenue; new car production t

Filing Documents

• form20f.htm (20-F) — 561KB
• exhibit11.htm (EX-11) — 34KB
• exhibit12-1.htm (EX-12.1) — 6KB
• exhibit12-2.htm (EX-12.2) — 6KB
• exhibit13-1.htm (EX-13.1) — 4KB
• exhibit13-2.htm (EX-13.2) — 4KB
• exhibit15-4.htm (EX-15.4) — 1256KB
• exhibit11x001.jpg (GRAPHIC) — 9KB
• exhibit15-4xz001.jpg (GRAPHIC) — 3KB
• exhibit15-4xz002.jpg (GRAPHIC) — 8KB
• 0001062993-24-008042.txt (&nbsp;) — 8132KB
• kiq-20231231.xsd (EX-101.SCH) — 88KB
• kiq-20231231_cal.xml (EX-101.CAL) — 41KB
• kiq-20231231_def.xml (EX-101.DEF) — 202KB
• kiq-20231231_lab.xml (EX-101.LAB) — 786KB
• kiq-20231231_pre.xml (EX-101.PRE) — 357KB
• form20f_htm.xml (XML) — 1544KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 3

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers 5 A. Directors and Senior Management 5 B. Advisers 6 C. Auditors 6

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 6

Key Information

Item 3. Key Information 6 A. [Reserved] 6 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7

Information on the Company

Item 4. Information on the Company 10 A. History and Development of the Company 10 B. Business Overview 17 C. Organizational Structure 26 D. Property, Plants and Equipment 26

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 26 A. Operating Results 28 B. Liquidity and Capital Resources 30 C. Research, Development, Patents and Licenses, etc. 31 D. Trend Information 32 E. Critical Accounting Estimates 32

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 32 A. Directors and Senior Management 32 B. Compensation 35 C. Board Practices 42 D. Employees 45 E. Share Ownership 45 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 45

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 46 A. Major Shareholders 46 B. Related Party Transactions 46 C. Interests of Experts and Counsel 47

Financial Information

Item 8. Financial Information 47 A. Consolidated Statements and Other Financial Information 47 B. Significant Changes 48

The Offer and Listing

Item 9. The Offer and Listing 48 A. Offer and Listing Details 48 B. Plan of Distribution 49 C. Markets 50 D. Selling Shareholders 50 E. Dilution 50 F. Expenses of the Issue 50

Additional Information

Item 10. Additional Information 50 A. Share Capital 50 B. Memorandum and Articles of Association 50 C. Material Contracts 50 D. Exchange Controls 51 E. Taxation 51 F. Dividends and Paying Agents 53 G. Statement by Experts 53 -2- H. Documents on Display 53 I. Subsidiary Information 53

Quantitative and Qualitative Disclosures About Market Risk

Item 11. Quantitative and Qualitative Disclosures About Market Risk 53

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 55 Part II 55

Defaults, Dividend Arrearages and Delinquencies

Item 13. Defaults, Dividend Arrearages and Delinquencies. 55

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. 55

Controls and Procedures

Item 15. Controls and Procedures 55

[Reserved]

Item 16. [Reserved] 56 A. Audit Committee Financial Expert 56 B. Code of Ethical Conduct 56 C. Principal Accountant Fees and Services 56 D. Exemptions from the Listing Standards for Audit Committees. 57 E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers. 57 F. Change in Registrants Certifying Account 57 G. Corporate Governance 57 H. Mine Safety Disclosure 58 I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 58 J. Insider Trading Policies. 58 K. Cybersecurity. 58 Part III 58

Financial Statements

Item 17. Financial Statements 58

Financial Statements

Item 18. Financial Statements 59

Exhibits

Item 19. Exhibits 59 -3-

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities legislation. These forward-looking statements relate to future events or future financial performance including the Company's current expectations, forecasts and assumptions. Generally, forward looking statements can be identified by the use of forward-looking terminology such as "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "potential", "budget", "schedule", "forecast", "believes" or "continue", the negative thereof or other variations thereon or comparable terminology that state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements in this annual report include, but are not limited to, statements with respect to: new revenue streams from rail tank car operations improving as a result of implementing new technologies; new product offerings obtaining final Association of American Railroads (" AAR ") regulatory approvals; generating future revenues from the K2AV oil refiners; implementing new road compliant vehicle technologies in commercial extreme vocational transportation applications to accomplish the Company's environmental and cultural responsibility; the Company's strategic focus; obtaining full AAR approvals in 2024 for the entire portfolio of rail car pressure products; the Company's core branding coming to fruition in 2024; exploiting and growing competitive advantages in the rail industry; significant rail revenue growth opportunity from the full AAR approval of the Company's rail car technologies and pressure car package; becoming the primary, high quality valve supplier and fully servicing the pressure car market fleet; growing rail car revenue from an average of $1,500 per tank car to over $10,000 per tank car; patent applications; the Company's

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers A. Directors and Senior Management The directors and the senior management of the Company are as follows: Name and Office Held Function James R. Bond Director; President and Chief Executive Officer As President and Chief Executive Officer, Mr. Bond is responsible for strategic planning and operations, as well as managing the Company's relations with the Company's legal advisers, regulatory authorities and the investment community; as a director, Mr. Bond participates in management oversight and helps to ensure compliance with the Company's corporate governance policies and standards. Anthony (" Tony ") Andrukaitis Director; Chief Operating Officer As a director, Mr. Andrukaitis supervises the Company's management and helps to ensure compliance with the Company's corporate governance policies and standards. As Chief Operating Officer, Mr. Andrukaitis is responsible for the daily operations of the Company's plant in Bonham, Texas and continues to take an active management role in pursuing growth of business opportunities, including mergers and acquisitions. Edward Paul (" Paul ") Cass Independent and Lead Director; Audit Committee Member, Compensation Committee Member As an independent director, Mr. Cass supervises the Company's senior management and helps to ensure compliance with the Company's corporate governance policies and standards. Laura Roach Independent Director; Audit Committee Member, Compensation Committee Member, Corporate Governance and Nominating Committee Member and Chair As an independent director, Ms. Roach supervises the Company's management and helps to ensure compliance with the Company's corporate governance policies and standards. Jesse V. Crews Independent Director; Compensation Committee Member and Corporate Governance and Nominating Committee Member As an independent director, Mr. Crews supervises the Company's management and helps to ensure compliance with th

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not Applicable.

Key Information

Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. -7- C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The Company's business operations involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results expressed or implied by forward looking statements in this annual report. The Company is diligent in minimizing exposure to business risk, but by the nature of the Company's activities and size, will always involve some risk. These risks are not always quantifiable due to their uncertain nature. Risks Relating to the Business "The Company's products involve detailed proprietary and engineering knowledge and specific customer adoption criteria. If the Company is not able to effectively protect the Company's intellectual property or cater to specific customer adoption criteria, the Company's business may suffer a material negative impact and could fail." The success of the Company will be dependent on the Company's ability to successfully develop; qualify under current industry regulations; and protect the Company's technologies by way of patents and trademarks. The Company has obtained patents for the Company's external constant force spring pressure relief valves and a one-bolt manway system, vacuum relief valve and bottom outlet valve. If the Company is unable to secure trademark and patent protection for the Company's intellectual property in the future, or that protection is inadequate for future products, the Company's business may be materially adversely affected. Further, there is no assurance that the Company's railroad equipment products and other aspects of the Company's business do not or will not infringe upon patents, copyrights or other intellec

View Full Filing

View this 20-F filing on SEC EDGAR