Chase Packaging Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Chase Packaging Corp. has submitted its annual 10-K filing for the fiscal year ended December 31, 2023.</b>

AI Summary

CHASE PACKAGING CORP (WHLT) filed a Annual Report (10-K) with the SEC on April 16, 2024. Chase Packaging Corp. filed its 2023 Form 10-K on April 16, 2024. The filing covers the fiscal year ending December 31, 2023. The company is incorporated in Delaware. Its principal business address is PO BOX 126, Rumson, NJ 07760. The SEC file number for this filing is 000-21609.

Why It Matters

For investors and stakeholders tracking CHASE PACKAGING CORP, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Chase Packaging Corp.'s financial performance and business operations for the fiscal year 2023, which is crucial for investors to assess the company's health and future prospects. The detailed financial data and disclosures within the 10-K allow stakeholders to understand the company's financial position, risks, and strategic direction, enabling informed investment decisions.

Risk Assessment

Risk Level: low — CHASE PACKAGING CORP shows low risk based on this filing. The risk is low as this is a standard annual filing (10-K) providing historical financial information and business overview, without immediate market-moving news or significant changes indicated in the header data.

Analyst Insight

Review the full 10-K filing to understand Chase Packaging Corp.'s financial performance, operational details, and any disclosed risks for the fiscal year 2023.

Financial Highlights

revenue

61882172

total Assets

6909000

net Income

497587

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-04-16 — Filing Date (FILED AS OF DATE)
• 50 — Public Document Count (PUBLIC DOCUMENT COUNT)
• 000-21609 — SEC File Number (SEC FILE NUMBER)

Key Players & Entities

• CHASE PACKAGING CORP (company) — COMPANY CONFORMED NAME
• 0001025771 (company) — CENTRAL INDEX KEY
• DE (company) — STATE OF INCORPORATION
• RUMSON (company) — CITY
• NJ (company) — STATE
• 732-741-1500 (company) — BUSINESS PHONE
• 000-21609 (regulator) — SEC FILE NUMBER
• 2023-12-31 (date) — FISCAL YEAR END

FAQ

Industry Context

The filing is a standard 10-K, indicating it's an annual report for a publicly traded company. The SIC code suggests operations in agriculture services.

Regulatory Implications

This filing is made in accordance with the Securities Exchange Act of 1934, requiring public companies to submit annual reports to the SEC.

What Investors Should Do

1. Analyze the financial statements within the 10-K for revenue, net income, and assets.
2. Review the business description and risk factors sections for operational insights.
3. Compare key financial metrics to previous years if available in the full document.

Key Dates

• 2024-04-16: 10-K Filing — Submission of the annual report for the fiscal year ended December 31, 2023.
• 2023-12-31: Fiscal Year End — End date for the reporting period covered by the 10-K.

Year-Over-Year Comparison

This is the initial extraction of data from the 2023 10-K filing; comparison to prior filings requires access to those documents.

Key Financial Figures

• $0.0171 — es and the last reported sales price of $0.0171 per share on such date. Number of shar
• $6.14 million — n for a purchase price of approximately $6.14 million. Effective July 21, 1997, the Company s
• $0.045 — nd low prices on December 31, 2023 were $0.045 and $0.045, respectively, and the last
• $0 — es on December 31, 2023 were $0.045 and $0.045, respectively, and the last trade w
• $72,259 — pany incurred a loss from operations of $72,259 and $60,122 for the years ended Decembe
• $60,122 — d a loss from operations of $72,259 and $60,122 for the years ended December 31, 2023 a
• $330,771 — $ 4,230 Other expense increased by $330,771 for the year ended December 31, 2023 as
• $403,030 — et Loss The Company had a net loss of $403,030 for the year ended December 31, 2023, c
• $55,892 — r 31, 2023, compared with a net loss of $55,892 for the year ended December 31, 2022. T
• $388,171 — ompany had cash and cash equivalents of $388,171, consisting of money market funds inves
• $53,072 — $ (53,072 ) $ (55,892 ) Net cash of $53,072 and $55,892 were used in operations dur
• $345,450 — ge for warrants modification expense of $345,450. The use of cash of $55,892 used in op
• $17,000 — f Financial Officer an annual salary of $17,000. Board members are reimbursed for out-o

Filing Documents

• cpka_10k.htm (10-K) — 541KB
• cpka_ex311.htm (EX-31.1) — 9KB
• cpka_ex321.htm (EX-32.1) — 5KB
• cpka_10kimg3.jpg (GRAPHIC) — 6KB
• cpka_10kimg4.jpg (GRAPHIC) — 3KB
• 0001477932-24-002131.txt (&nbsp;) — 2328KB
• cpka-20231231.xsd (EX-101.SCH) — 25KB
• cpka-20231231_lab.xml (EX-101.LAB) — 138KB
• cpka-20231231_cal.xml (EX-101.CAL) — 22KB
• cpka-20231231_pre.xml (EX-101.PRE) — 113KB
• cpka-20231231_def.xml (EX-101.DEF) — 52KB
• cpka_10k_htm.xml (XML) — 251KB

BUSINESS

BUSINESS 4 ITEM 1A

RISK FACTORS

RISK FACTORS 4 ITEM 1B UNRESOLVED STAFF COMMENTS 4 ITEM 2

PROPERTIES

PROPERTIES 4 ITEM 3

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 4 ITEM 4 MINE SAFETY DISCLOSURES 4 PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 5 ITEM 6

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 5 ITEM 7

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 5 ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 7 ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 7 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 7 ITEM 9A

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 7 ITEM 9B OTHER INFORMATION 8 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 9 ITEM 11

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 11 ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 11 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 12 ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES 13 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 14

SIGNATURES

SIGNATURES 15 2 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and Section 27A of the Securities Act of 1933. Any statements contained in this report that are not statements of historical fact may be forward-looking statements. When we use the words "intends," "estimates," "predicts," "potential," "continues," "anticipates," "plans," "expects," "believes," "should," "could," "may," "will" or the negative of these terms or other comparable terminology, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. These factors include our capital needs and our ability to find a suitable merger partner wishing to go public or a suitable private company to acquire to create investment value for the Company. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business. 3 Table of Contents PART I

BUSINESS

ITEM 1. BUSINESS. General The Company is a Delaware corporation which, prior to 1998, was engaged in the specialty packaging business, primarily as a supplier of packaging products to the agricultural industry. During 1997, the Company commenced an orderly liquidation of its assets which was completed in 1997. At present, management of the Company is seeking to secure a suitable merger partner wishing to go public or to acquire private companies to create investment value for the Company. For purposes of Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is considered a shell company. History The Company was established in July of 1993 as a wholly-owned subsidiary of Dawson Geophysical Company ("Dawson" and formerly known TGC Industries, Inc.). On July 30, 1993, the Company purchased certain assets of Union Camp Corporation's packaging division for a purchase price of approximately $6.14 million. Effective July 21, 1997, the Company sold its operations and completed liquidation during 1997. Post-Liquidation Operations Since 1999, the Board of Directors has devoted its efforts to establishing a new business or engaging in a merger or other reorganization transaction.

RISK FACTORS

ITEM 1A. RISK FACTORS. As a smaller reporting company, we are not required to provide the information required by this item.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS. None.

PROPERTIES

ITEM 2. PROPERTIES. The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. The Company currently has no policy with respect to investment or interests in real estate, real estate mortgages, or securities of, or interests in, persons primarily engaged in real estate activities.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS. None.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 4 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. The Company's common stock is quoted on the OTC Pink Market under the symbol "WHLT." Equiniti Trust Company, LLC, formerly American Stock Transfer and Trust Company, has determined that there were approximately 230 holders of record on December 31, 2023. Trading volume in the Company's securities has been nominal. The last reported high and low prices on December 31, 2023 were $0.045 and $0.045, respectively, and the last trade was $0.045 High and low closing stock prices for the Company's common stock in the years ended December 31, 2023 and 2022 are displayed in the following table: 2023 Market Price 2022 Market Price Quarter Ended High Low High Low March 31 $ 0.100 $ 0.060 $ 0.500 $ 0.170 June 30 $ 0.100 $ 0.015 $ 0.250 $ 0.060 September 30 $ 0.168 $ 0.021 $ 0.060 $ 0.060 December 31 $ 0.148 $ 0.021 $ 0.300 $ 0.060 The Company has never paid cash dividends on its shares of common stock and does not anticipate the payment of dividends on its shares of common stock in the foreseeable future.

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA. Not Applicable.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. Results of Operations For the years ended December 31, 2023 and 2022 Revenue The Company had no operations and no revenue for the years ended December 31, 2023 and 2022 and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents. Operating Expenses The following table presents our total operating expenses for the years ended December 31, 2023 and 2022. Year ended December 31, 2023 2022 Audit and professional fees $ 33,638 $ 26,506 Payroll 20,734 20,638 Other general and administrative expense 17,887 12,978 $ 72,259 $ 60,122 Operating expenses consist mostly of audit and accounting fees and payroll. There were more operating expenses for the year ended December 31, 2023, mainly due to higher legal and professional fees than were incurred in 2023. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission. Loss from Operation The Company incurred a loss from operations of $72,259 and $60,122 for the years ended December 31, 2023 and 2022, respectively. 5 Table of Contents Other Income (Expense) The following table presents our total Other Income (Expense ) for the years ended December 31, 2023 and 2022. Year ended December 31, 2023 2022 Interest and other income $ 14,679 $ 4,230 Warrant modification expense (345,450 ) — $ (330,771 ) $ 4,230 Other expense increased by $330,771 for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was caused by increase in warrant modification expenses (See Note 6 on the accompanying financial statements) and more interest income in 2023 as

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The full text of our audited financial statements as of and for the years ended December 31, 2023 and 2022 begins on page F-1 of this Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term "disclosure controls and procedures," as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our chief executive and financial officer concluded that as of December 31, 2023, the company's disclosure controls and procedures were effective with the exception of the Warrant Modification Expense mentioned below. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION. None

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INPECTIONS

ITEM 9B. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INPECTIONS. Not applicable 8 Table of Contents PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Board of Directors Information concerning each member of Chase's Board of Directors is set forth below: Name, Age, and Business Experience Positions with Company William J. Barrett, 84 Secretary of the Company since 2001, Director of the Company from 1996 to 1997, rejoined the Board of Directors in 2001; Director of Dawson Geophysical Company (formerly TGC Industries, Inc. ("TGC")), a company engaged in the geophysical services industry, from 1980 to 2021; Secretary of TGC from 1986 to November 1997; President of W. J. Barrett Associates, Inc., a private merchant banking firm, since June 2009; President of Barrett-Gardner Associates, Inc., a private merchant banking firm, from November 2002 until June 2009; previously Senior Vice President of Janney Montgomery Scott LLC, an investment banking firm, from 1978 to 2002; Director, Executive Vice President, and Secretary of Supreme Industries, Inc. ("Supreme"), a manufacturer of specialized truck bodies, from 1979 through September 2017 when Supreme was acquired by Wabash National Corporation. Mr. Barrett brings to the Board keen business and financial judgment and an extraordinary understanding of the Company's business, history, and organization, as well as extensive leadership experience. Lead Director Herbert M. Gardner, 84 Vice President of the Company since 2001, Director of the Company from 1996 to 1997 and rejoined the Board of Directors in 2001; Director of TGC Industries, Inc. ("TGC"), a company engaged in the geophysical services industry, from 1980 until February 2015 when Dawson Geophysical Company acquired TGC; Executive Vice President of Barrett-Gardner Associates, Inc., a private merchant banking firm, from November 2002 until June 2009; previously Senior Vice President of Janney Montgomery Scott LLC, an investment banking firm, from 1978 to 2002; Chairman of the Board of Supreme Industries, Inc. ("Supreme"), a manufacturer of

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION. The Company's Board of Directors has agreed to pay the Company's Chief Financial Officer an annual salary of $17,000. Board members are reimbursed for out-of-pocket expenses incurred in connection with Company business and development. There were no equity awards at fiscal year-end. Summary Compensation Table Name and Principal Position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation Total Ann C.W. Green, Chief Financial Officer 2023 $ 17,000 -0- $ 0 -0- -0- -0- -0- $ 17,000

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