SUMMARY

Active CPA with broad accounting experience, including a combination of public accounting and then corporate experience. Over 25 years of industry experience (most recently as SEC Reporting Director for three Nasdaq-listed life sciences companies and one lidar company) and over 10 years in public accountancy (including as Audit Manager for a Bay Area CPA firm, and as Audit Senior in the national office of a large UK firm).

Technical experience includes preparation of public company financial statements, including 40 forms 10-Q, a 10-Q/A, 12 10-Ks, a 10-K/A, plus 8 S-1s, 5 POS AMs, 4 S-3s and 11 DEF 14As, plus numerous 8-Ks and Forms 3 and 4.

Track record of effectiveness in meeting tight deadlines (including filing a 10-Q/A and incorporating it into two S-1/As in under a week to save $10,000s in late registration fees, and a full first 10-K filed 35 days after year-end), also in identifying problems and instigating remediation and settlement.

Well versed in MS Office (Excel, Word and PowerPoint), also SEC filings on Workiva and RDG’s Thunderdome.

PROFESSIONAL EXPERIENCE

VELODYNE LIDAR, INC., San Jose, CA Oct 2022 – Dec 2022

SEC Reporting Director

Updated disclosures and filed one 10-Q and rolled over 10-K in Workiva.

Worked on equity and M&A accounting memos.

Position was eliminated due to pending acquisition of company, negating the need to file a 10-K.

VAXART, INC., South San Francisco, CA Mar 2018 – Oct 2022

SEC Reporting Director

Recruited by a former boss straight after the company went public via a reverse merger.

Prepared their 2017 audited Financial Statements for filing with Form 8-K, including cash flow statement, all related tables and disclosure checklists.

Prepared unaudited pro forma condensed combined financial statements for 2017, as required by the SEC following a reverse merger, for filing with Form 8-K/A.

Prepared their first 10-Q following the reverse merger, including Risk Factors and pro forma disclosures in addition to standard 10-Q preparation.

Prepared their next fourteen 10-Qs (using RDG software after March 2019), plus four 10-Ks, including their first 10-K filed 37 days after year-end, including full proxy disclosures and computing and disclosing the impact of the introduction of new accounting standard ASC 842 (Leases) and writing seven other accounting memoranda.

Responsible for all equity accounting, including tracking ATM raises and fundraising costs, maintaining the warrant register, and tracking options and computing stock-based compensation expense using Shareworks, then Excel spreadsheets, then Equity Edge Online.

Responsible for setting up all lease amortization schedules, including an embedded lease and lease amendments, in Excel.

ARDELYX, INC., Fremont, CA Aug 2017 – Mar 2018

SEC and SOX Consultant, full-time, through Connor Group

Prepared one 10-Q and one 10-K, including cash flow statement, all related tables, MD&A, support files and disclosure checklists and updates to the stock option expense parameters.

Prepared accounting memoranda on early introduction of ASC 842 and six other topics.

Redesigned controls and performed limited SOX testing for emerging growth company.

WAFERGEN BIO-SYSTEMS, INC., Fremont, CA Sep 2008 – May 2017

SEC Reporting Director (2012 – 2017)

SEC and SOX Consultant, part-time (2008 – 2012)

Initially employed as a consultant to introduce WaferGen’s SOX 404 Compliance controls, then from March 2010 to perform the SEC Reporting function, becoming a full-time employee in January 2012. WaferGen was acquired in February 2017 and consequently de-listed.

Prepared their last twenty-one 10-Qs (using Workiva software after June 2015) and seven 10-Ks, including consolidation, cash flow statements, all related tables, MD&A, support files and disclosure checklists and updates to the stock option expense parameters.

Prepared the journal entries for ASC 718 options expense (initially using EASI software, and subsequently in Excel to save the $9K annual license fee), equity, interest, debt discount amortization and derivative accounting and approve all of the other journal entries.

Prepared the balance sheet reconciliations for all non-current asset and liability and equity accounts and approved the reconciliations for all current asset and liability accounts.

Prepared all Accounting Memoranda, as needed, for technical accounting issues, including one that ran for 12 pages related to a complex fundraising.

Wrote 8 Proxies, 6 S-1s (one being an integral part of the Company’s upgrade from the OTC market to NASDAQ), 2 S-3s and 3 PIPEs (the first reduced professional fees by 80% compared to the previous one written by outside attorneys).

Introduced SOX 404 key financial controls from scratch, and completed the design and testing of them for 2008, 2009, 2012 and 2013 and arranged outsourcing for 2010 and 2011, reporting results to Audit Committee each year. All four material weaknesses from 2007 were remediated.

ENERGYCONNECT GROUP, INC., Campbell, CA Jun 2010 – Jun 2011

Consultant, part-time. From Q2 2010 to Q1 2011, while also consulting at WaferGen, simultaneously prepared the 10-Qs and 10-K for ECNG (acquired in Q2 2011), and computed stock compensation expense and related disclosures in Excel; all F/S for both companies were filed on time in full compliance with related SOX 404 controls.

SYMMETRICOM, INC., San Jose, CA Oct 2005 – Aug 2008

Internal Audit Manager. Primarily responsible for Sarbanes-Oxley 404 compliance, including reduction in the number of key controls by mapping to external auditors’ control objectives, updating processes, and testing the effectiveness of controls for accounting system based in Oracle 11i.

Reported directly to the Chairman of the Audit Committee, with presentations at all quarterly meetings; functional reporting was to the CFO; also served as the Disclosure Committee Chair.

Responsible for the control design, and performance testing, of all SOX 404 activities, with one employee, and a consultant for IT; completed fiscal 2007 testing well under budget.

Assisted with 10-K, 10-Q and Earnings Release (8-K) preparation, including the cash flow statement, EPS (per FAS 128, now ASC 260), consolidation (including proper application of FAS 52, now ASC 830), stockholders’ equity (including FAS123R, now ASC 718) and lease obligations (per FAS 13, now ASC 840), along with related disclosures.

Enhanced the tabular disclosure of equity awards in quarterly F/S with a new condensed design that the Big 4 auditors’ national office enthusiastically endorsed.

FROSHMAN, BILLINGS & LEWANDOWSKI, CPAs, Los Gatos, CA Jan 1998 – Oct 2005

Audit Manager. Performed Financial Statement audits for a wide range of clients, including software development, hi-tech manufacturing, international freight, and various not-for-profits.

Responsible for writing and proofing the financial statements for all audits performed.

Designed Excel spreadsheets for audit work papers and tax computations, plus an enhanced CFS computation acknowledged as an improvement by all three public companies worked for since.

Performed quarterly reviews for hi-tech client for proposed merger with NASDAQ Company.

Prepared financial analyses for three forensic accounting/arbitration cases.

Also gained experience as a contractor to perform Sarbanes Oxley 404 compliance work at a hi-tech manufacturer, which led to full time employment.

International Experience:

Qualified as a Chartered Accountant at the national office of ROBSON RHODES (internationally RSM; the US arm is McGladrey) in London, U.K., as audit senior of hi-tech manufacturing, semi-conductor, software and investment companies.

Worked on Stock Exchange flotations, fund raising and forensic accounting.

Worked in the oil industry, mainly performing joint venture audits as an employee of Texaco (now Chevron) and Fina (now Total) and as a consultant for ten different companies (including BP and Kuwait Oil).

Traveled extensively, working in numerous U.K. locations, the U.S., Venezuela, Indonesia, Denmark and five African countries and had an excellent track record in recovering costs for employers (annual net recoveries for Fina exceeded $1 million).

EDUCATION AND CERTIFICATIONS

Certified Fraud Examiner 2003

Certified Public Accountant, CA (Passed all four parts of the exam at the first attempt) 2000

Member of the Institute of Chartered Accountants in England and Wales 1985

Bachelors. Engineering Science. Pembroke College, Oxford University 1981

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