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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 1

(Mark One)



| | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended January 31, 2017

OR



| | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from ______________ to ______________



Commission File Number 000-05449

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COMARCO, INC.

(Exact name of registrant as specified in its charter)



|California
(State or Other Jurisdiction
of Incorporation or Organization)

28202 Cabot Road, Suite 300, Laguna Niguel, CA
(Address of Principal Executive Offices) | 95-2088894
(I.R.S. Employer
Identification No.)

92677
(Zip Code)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------



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Registrant’s telephone number, including area code:



(949) 599-7400



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.10 par value



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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         Yes ☐No ☒



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes ☐No ☒



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒No ☐



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐








Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 (do not check if a smaller reporting company) ☐Smaller reporting company ☒Emerging growth company☐



If an emerging growth company, indicated 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 pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐No ☒



As of July 29, 2016, the last business day of our most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $1.2 million, based on the closing sales price of the registrant’s common stock as reported on the OTCQB market on such date. This calculation does not reflect a determination that persons are affiliates for any other purposes.



The number of shares of the registrant’s common stock outstanding as of May 30, 2017 was 14,614,165.



Documents incorporated by reference:

None



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COMARCO, INC.

FORM 10-K/A

Amendment No. 1

FOR THE FISCAL YEAR ENDED JANUARY 31, 2017



TABLE OF CONTENTS



|         |                                                                           | Page
|-------- | ------------------------------------------------------------------------- | ----
|PART III |                                                                           |     
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                    | 1   
|         |                                                                           |     
|ITEM 11. | EXECUTIVE COMPENSATION                                                    | 4   
|         |                                                                           |     
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 7   
|         |                                                                           |     
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                    | 8   
|         |                                                                           |     
|PART IV  |                                                                           |     
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                | 9   








EXPLANATORY NOTE



Comarco, Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A to our annual report on Form 10-K for the fiscal year ended January 31, 2017 (the “Report”) for the purpose of including information that was to be incorporated by reference from our definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will not file our proxy statement within 120 days of our fiscal year ended January 31, 2017, and are therefore amending and restating in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Report. In addition, in connection with the filing of this Amendment and pursuant to Rule 13a-14 under the Exchange Act, we are including with this Amendment currently dated certifications. Except as described above, no other amendments are being made to the Report. This Form 10-K/A does not reflect events occurring after the May 1, 2017 filing of our Report nor does it modify or update the disclosure contained in the Report in any way other than as required to reflect the amendments discussed above and reflected below.








PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



Directors



The following table sets forth information concerning the Company’s current directors and is followed by a brief biography of each director.



|                     |  |     |  |                                                    |  | Year First        |  | Other Public                                     
|-------------------- |  | --- |  | -------------------------------------------------- |  | ----------------- |  | -------------------------------------------------
|                     |  |     |  |                                                    |  | Elected/Appointed |  | Company Directorships                            
|Name                 |  | Age |  | Principal Comarco Position                         |  | As Director       |  | (Past Five Years)                                
|Wayne G. Cadwallader |  | 60  |  | Director                                           |  | 2011              |  | Orbit International, Corp.                       
|Thomas W. Lanni      |  | 63  |  | Director and President and
Chief Executive Officer |  | 2011              |  | None                                             
|Richard T. LeBuhn    |  | 52  |  | Director                                           |  | 2008              |  | Asterias Biotherapeutics, Inc.                   
|Michael R. Levin     |  | 55  |  | Director                                           |  | 2011              |  | AG&E Holdings, Inc.                              
|Louis E. Silverman   |  | 58  |  | Chairman of the Board                              |  | 2012              |  | Questcor Pharmaceuticals, Inc., STAAR Surgical Co





Wayne Cadwalladeris Managing Partner — Research for Elkhorn Partners Limited Partners, a long-time investor in Comarco, that beneficially owns approximately 47% of our outstanding common stock as of the record date for the Annual Meeting. An experienced securities analyst, Mr. Cadwallader has extensive knowledge of numerous industries including technology, insurance, retail, manufacturing, and real estate. Mr. Cadwallader also has substantial expertise in information technology gained through numerous management positions and in management consulting. Prior to joining Elkhorn Partners, Mr. Cadwallader worked for Hamblin Watsa Investment Counsel Ltd., from October 2000 to June 2010, a subsidiary of Fairfax Financial Ltd., where he was promoted from Associate Investment Analyst to Senior Investment Analyst. Mr. Cadwallader was part of the investment team at Hamblin Watsa Investment Counsel managing Fairfax Financials’ $22.0 billion in assets. In this capacity, his focus was primarily equity research and to some extent bond research with a focus on North America and to a lesser extent European stocks across a wide range of industries. He was also involved in a number of corporate debt restructurings. From 1998 to 2000, Mr. Cadwallader ran his own information technology consulting firm. The firm placed consultants with companies to develop application software and he personally managed numerous Y2K projects. Mr. Cadwallader currently serves as a director of Orbit International, Corp. that trades on the OTC market.



Mr. Cadwallader’s qualifications to serve on our Board of Directors include, amongst others, his extensive experience as an investor in public companies, including technology related companies, and his extensive financial analyst background as well as his experience in serving as a director of another public company.



Thomas Lanniwas appointed to the Board, and to serve as President and Chief Executive Officer of the Company, on August 15, 2011. Mr. Lanni joined the Company in 1994 as General Manager for the ChargeSource Division. In February 2004, he became Vice President and Chief Technology Officer. Mr. Lanni has more than 30 years’ experience in the technology of power systems. From 1992 to 1994, he was President of Power Conversion Technologies, Inc. (“PCTI”), a company that provides advanced power electronics solutions to military and commercial industrial customers. From 1987 to 1992, he was Vice President of Engineering at Bruno New York Industries, Inc., a military weaponry specialist firm. From 1982 to 1987, he was Engineering Group Leader at Aerospace Avionics, Inc., a company whose various manufacturing activities are carried out through its Aerospace, Specialty Engineering, Medical and Detection divisions.



Mr. Lanni’s qualifications to serve on our Board of Directors include, amongst others, his extensive experience and history with the Company, his management experience and his engineering background especially in the field of power systems.








Richard LeBuhnhas served since June 2006 as Senior Vice President of Broadwood Capital, Inc., a private investment company that beneficially owns approximately 23% of our outstanding common stock as of the record date for the Annual Meeting. Since April 2014, Mr. LeBuhn has served as director on the board of Asterias Biotherapeutics, Inc. Previously, Mr. LeBuhn was Principal of Broadfield Capital Management, LLC, a private investment firm, from 2005 to 2006, and Vice President of Derchin Management, a private investment firm, from July 2002 to May 2005. Earlier in his career, Mr. LeBuhn founded and was Managing Member of Triple Eight Capital, LLC, an investment analysis and financial advisory firm, was Managing Director of Craig Drill Capital, Inc., a private investment firm, and served as an operating business manager for Chubb and Son, Inc., the property and casualty insurance division of The Chubb Corporation. Mr. LeBuhn graduated from St. Lawrence University with a BA in Economics in 1988. He received a MBA in Finance with Distinction from Columbia University Graduate School of Business in 1996.



Mr. LeBuhn’s qualifications to serve on our Board of Directors include, amongst others, his extensive experience as an investor in public companies, including technology related companies, his extensive financial analyst background, his financial and management expertise, and his ability to provide advice on various matters, including matters pertaining to corporate governance.



Michael Levinwas appointed to the Board on March 15, 2011 and served as the Chairman of the Board from March 15, 2011 until July 28, 2012. Mr. Levin is an independent private investor and advisor with substantial expertise in corporate governance, business strategy, and corporate finance, and with significant experience working with U.S. public companies as a finance executive and independent management consultant. In addition to his private investment activities, he assists portfolio managers in turning around underperforming companies using shareholder activist strategies. Since 2006, Mr. Levin has served as a financial executive for several entrepreneurial ventures, including ventures in alternative energy and medical diagnostics. Previously, he served as a finance executive at Nicor, a natural gas utility, from 2003 to 2006. Mr. Levin was the Chief Risk and Credit Officer of CNH, a farm and construction equipment manufacturer, from 2002 to 2003. Prior to his work as a corporate finance executive, Mr. Levin enjoyed an 18 year career as a management consultant specializing in corporate finance and risk management at Towers Watson, Deloitte & Touche, Arthur Andersen, and BearingPoint. A native of Chicago, Mr. Levin holds a B.A. with General Honors in Economics and Public Policy and a M.A. in Economics and Quantitative Analysis, both from the University of Chicago.



Mr. Levin’s qualifications to serve on our Board of Directors include, amongst others, his extensive experience as an investor in public companies, including technology related companies, his extensive financial analyst background, his financial and management experience, and his ability to provide advice on various matters, including matters pertaining to business strategy, corporate finance and corporate governance.



Mr. Silverman was appointed to the Board and as the Chairman of the Board on July 28, 2012. Mr. Silverman is currently the Chairman and CEO of privately held Advanced ICU Care, Inc., a technology enabled health care services company providing tele-ICU monitoring services to hospitals nationwide. From June 2012 through February 2014, Mr. Silverman served as a consultant and Board advisor for private equity investors regarding health care technology and health care services portfolio investments. From September 2009 through June 2012, Mr. Silverman was CEO of Marina Medical, Inc. where he achieved a successful exit for the privately held company. Previously, Mr. Silverman served as President and CEO of Qualcomm-backed health care start-up LifeComm, and he has also served as COO of Corvel Corporation, a publicly traded national managed care services/technology company that generated seven consecutive years of revenue and earnings growth during his tenure. For eight years, from August 2000 through August 2008, Mr. Silverman also served as the President and CEO of Quality Systems, Inc., a publicly traded developer of medical and dental practice management and patient records software. During his tenure, the Company's revenue increased from an annualized run rate of approximately $35 million to an annualized revenue run rate of $250 million and an increase in the Company's market capitalization from approximately $45 million to approximately $1.2 billion. The Company was named to the Forbes 200 list of Best Small Companies during each year of his tenure. Mr. Silverman currently serves as a board member for STAAR  (NASDAQ: STAA) as well as a variety of privately held health care companies. He earned a B.A. from Amherst College and an M.B.A. from Harvard Business School.



Mr. Silverman’s qualifications to serve on our Board of Directors include, amongst others, his extensive public company management experience and his experience serving as a director of another public company.



No director has any family relationship with any other director or with any of the Company’s executive officers.








Executive Officers



The following table sets forth information as of May 30, 2017 concerning the executive officers of the Company (other than Mr. Lanni, whose biographical information appears in the disclosure under the Directors section above) and its subsidiary, Comarco Wireless Technologies, Inc. The officer serves at the pleasure of the Board of Directors.



|Name                |  | Age |  | Position                                        
|------------------- |  | --- |  | ------------------------------------------------
|Janet Nguyen Gutkin |  | 44  |  | Chief Accounting Officer and Corporate Secretary



Janet Nguyen Gutkinhas over 17 years of experience in accounting and finance. On February 21, 2014, Ms. Gutkin was appointed as the Company’s Chief Accounting Officer, pursuant to the terms of an Agreement for Consulting Services with the Company, dated effective January 16, 2014. Since 1996, Ms. Gutkin held various senior accounting and finance positions with New Asia Partners (“NAP”) and Quality Systems, Inc. (“QSI”). Prior to joining QSI, Ms. Gutkin worked at Arthur Andersen in the assurance practice. Ms. Gutkin holds a MBA from the University of Chicago – Booth School of Business and a Masters in Accounting from the University of Southern California.



Corporate Governance



The Audit Committee has adopted a Code of Ethics for Senior Financial Officers to promote and provide for honest and ethical conduct by the Company’s Senior Financial Officers, as well as for full, fair, accurate and timely financial management and reporting. The Company’s Senior Financial Officers include the Chief Executive Officer and the Chief Accounting Officer. The Company expects these financial officers to act in accordance with the highest standards of professional integrity, to: provide full and accurate disclosure in reports and other documents filed with the SEC, other regulators and in any public communications; comply with all applicable laws, rules and regulations; and deter wrongdoing. The Code of Ethics for Senior Financial Officers is available on the Company’s website at www.comarco.com. We will post any amendment to this code, as well as any waivers that are required to be disclosed by the rules of the SEC, on our website promptly following the date of such amendment or waiver. The Company will provide a copy of this document to any person, without charge, upon receipt of a request addressed to the Corporate Secretary at Comarco, Inc., 28202 Cabot Road, Suite 300, Laguna Niguel, CA 92677.



Audit Committee



The Audit Committee monitors the quality and integrity of the Company’s financial statements, internal controls, risk management and legal and regulatory compliance. In addition, the Audit Committee oversees the accounting and financial reporting processes and the audits of the Company’s financial statements, including monitoring the independence, qualifications and performance of the Company’s independent registered public accounting firm. In this capacity, the Audit Committee: (i) determines the compensation of, evaluates and, when appropriate, replaces the Company’s independent registered public accounting firm; (ii) pre-approves all audit and permitted non-audit services; and (iii) reviews the scope and results of each fiscal year’s outside audit. The fiscal 2017 members of the Audit Committee were Messrs. Levin, who chaired the committee, and LeBuhn. The Board determined that the members of the Audit Committee during fiscal 2017 were independent as defined under Rule 10A-3(b) promulgated by the Securities and Exchange Commission (the “SEC”) and that both Mr. Levin satisfied the requirements of an “audit committee financial expert” for purposes of the rules and regulations of the SEC. Additionally, the Board determined that each of Messrs. Levin and LeBuhn understood fundamental financial statements, including a balance sheet, income statement and cash flow statement. The Audit Committee met four times during fiscal 2017.



Section 16(a) Beneficial Ownership Reporting Compliance



Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules issued thereunder, the Company’s executive officers, directors and persons that own more than 10 percent of the Company’s common stock are required to file with the SEC reports of ownership and changes in ownership of common stock and furnish the Company copies of all such reports.








The Company believes that during fiscal year ended January 31, 2017, its executive officers, directors and persons that owned more than 10 percent of the Company’s common stock complied with the Section 16(a) reporting requirements on a timely basis, based on the reports received by the Company or written certifications received by the Company from its executive officers and directors.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Executive Compensation



The following table sets forth the total compensation earned by our President and Chief Executive Officer for fiscal 2017 and 2016, who was the only executive officer whose compensation exceeded $100,000 for the fiscal 2017 (the “Named Executive Officer”). The amounts shown include compensation for services in all capacities that were provided to the Company.



Summary Compensation Table





|                                     |      |  |           |         |  |           | Equity |        |         | Vacation |   |                 | All Other |  |       |        |  | 
|------------------------------------ | ---- |  | --------- | ------- |  | --------- | ------ | ------ | ------- | -------- | - | --------------- | --------- |  | ----- | ------ |  | 
|Name and                             |      |  | Salary(4) |         |  | Awards(1) |        |        | Payouts |          |   | Compensation(2) |           |  | Total |       
|Principal Position                   | Year |  | ($)       |         |  | ($)       |        |        | ($)     |          |   | ($)             |           |  | ($)   |       
|Thomas W. Lanni                      | 2017 |  | $         | 195,987 |  |           | $      | 7,583  |         |          | $ | 41,360          |           |  | $     | 43,329 |  | 
|President & Chief Executive Officer. | 2016 |  | $         | 196,410 |  |           | $      | 10,667 |         |          | $ | 17,208          |           |  | $     | 47,268 |  | 



|(1) | This column represents the grant date fair value of restricted stock units granted to the Named Executive Officers in fiscal 2017 and 2016, in accordance with the Stock Compensation Topic of the FASB Accounting Standards Codification. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service based vesting conditions. The assumptions used in calculating the fair value of these stock options can be found under Note 7 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2017. On October 27, 2016, Mr. Lanni was granted 100,000 stock options. Amounts shown reflect accounting expenses and do not reflect whether the recipient has actually realized a financial benefit from the awards.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The amounts reported above under the heading “All Other Compensation” consist of the following:
|--- | -----------------------------------------------------------------------------------------------



|                |  |      |  | All Other Compensation ($) |       
|--------------- |  | ---- |  | -------------------------- | ------
|Name            |  | Year |  | Insurance
Premiums         |       
|Thomas W. Lanni |  | 2017 |  | $                          | 43,329
|                |  | 2016 |  | $                          | 47,268



|(3) | This column represents salary earned. On November 2, 2013, the Company approved a deferred compensation plan for its Chief Executive Officer and Board of Directors. As of January 31, 2017, no expense has been accrued under this deferred compensation plan as its goal was not achieved. As of January 31, 2017, $138,000 was deferred for Mr. Lanni under this deferred compensation plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2017 Outstanding Equity Awards at Fiscal Year-End Table



The following table sets forth certain information with respect to grants of plan-based awards to the Named Executive Officers at January 31, 2017.





|Option Awards  
|---------------
|               
|Name           
|Thomas W. Lanni
|               
|               



|(1) | These shares will vest when and if the closing price of the Company’s common stock is $5.00 or greater for 90 consecutive days.
|--- | -------------------------------------------------------------------------------------------------------------------------------








Potential Payments Upon Change of Control



The Company and Mr. Lanni are parties to a Severance Compensation Agreement, which provides that, if, within 24 months following a “Change in Control” (as defined in the agreement), he is terminated by us other than for “Cause” (as defined in the agreement) or ceases to be employed by us for reasons other than because of death, disability, retirement or Cause, or he terminates his employment with us for “Good Reason” (as defined in the agreement), then he is entitled to receive a lump sum cash payment equal to the sum of his annual base salary plus his annual incentive compensation bonus assuming 100 percent satisfaction of all performance goals thereunder. Assuming, hypothetically, that the relevant triggering events took place on January 31, 2017, the last day of fiscal 2017, Mr. Lanni would have been entitled to receive $230,000 under such agreement.



Non-Employee Director Compensation



The annual cash retainer payable through December 31, 2015 to our non-employee directors was $7,800 per year. Additional annual retainers for the Audit Committee Chairman, Compensation Committee Chairman and Nominating and Governance Chairman were $2,400, $1,200 and $1,200, respectively. Effective January 1, 2016, the annual cash retainer was increased to $13,800 per year and additional annual retainers for the Audit Committee Chairman, Compensation Committee Chairman and Nominating and Governance Chairman was $1,200. Effective April 1, 2017, $1,250 per month of the retainer paid to the non-employee directors was deferred and the annual cash retainer was reduced to zero to enable the Company to spend incremental resources on it IP enforcement activities. Upon the achievement of certain, specific, targeted balance sheet targets, the deferred amounts will be satisfied.



Effective May 1, 2013, the annual retainer paid to the Chairman of the Board was $84,000 based on the significant commitment required. Effective December 31, 2015, $2,500 per month of the retainer paid to the Chairman of the Board was deferred to enable the Company to spend incremental resources on its IP enforcement activities. Upon the achievement of certain, specific, targeted balance sheet targets, the deferred amounts will be satisfied. Beginning January 1, 2016, the Chairman of the Board’s annual retainer was reduced to $54,000. Effective April 1, 2017, $1,500 per month of the retainer paid to the Chairman of the Board was deferred and the annual cash retainer was reduced to $36,000 per year to enable the Company to spend incremental resources on it IP enforcement activities. Upon the achievement of certain, specific, targeted balance sheet targets, the deferred amounts will be satisfied.



Non-employee directors who serve on, but do not chair, a committee of the Board are not paid any separate annual retainers for service on such committee. No separate meeting fees are paid for attendance at any Board or committee meetings. From time to time we may grant equity-based compensation to our non-employee directors, but we do not have any formal policy under which such grants are made.



Director Compensation Table



The following table details the cash retainers and fees, as well as equity compensation in the form of stock awards earned by our non-employee directors during fiscal 2017:



|Name                 |  | Fees Earned or Paid in Cash(1)($) |        |  | Stock Awards(2)($) |   |       | Total ($) | 
|-------------------- |  | --------------------------------- | ------ |  | ------------------ | - | ----- | --------- | 
|Wayne G. Cadwallader |  | $                                 | 15,000 |  |                    | $ | 4,492 |           | 
|Richard T. LeBuhn    |  | $                                 | 15,000 |  |                    | $ | 4,492 |           | 
|Michael R. Levin     |  | $                                 | 15,000 |  |                    | $ | 4,492 |           | 
|Louis E. Silverman   |  | $                                 | 54,000 |  |                    | $ | 4,492 |           | 



|(1) | This column also represents fees earned or paid in cash. On November 2, 2013, the Company approved a deferred compensation plan for its Chief Executive Officer and Board of Directors. As of January 31, 2017, no expense has been accrued under this deferred compensation plan as its goal was not achieved. The following represents amounts deferred as of January 31, 2017:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Name                 |  | Amounts deferredunder deferred compensation plan ($) |        
|-------------------- |  | ---------------------------------------------------- | -------
|Wayne G. Cadwallader |  | $                                                    | 30,600 
|Richard T. LeBuhn    |  | $                                                    | 30,600 
|Michael R. Levin     |  | $                                                    | 30,600 
|Louis E. Silverman   |  | $                                                    | 392,500



|(2) | This column represents the grant date fair value of stock options granted to the non-employee directors in fiscal 2017, in accordance with the Stock Compensation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service based vesting conditions. Amounts shown reflect accounting expenses and do not reflect whether the recipient has actually realized a financial benefit from the awards. Amounts shown reflect accounting expenses and do not reflect whether the recipient has actually realized a financial benefit from the awards.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The following table sets forth information concerning the beneficial ownership of the Company’s common stock as of May 30, 2017 by:



| | ● | each member of the Board;
| | - | -------------------------



| | ● | the Company’s Named Executive Officer;
| | - | --------------------------------------



| | ● | all of the Company’s directors and Named Executive Officer as a group; and
| | - | --------------------------------------------------------------------------



| | ● | each person or entity known to the Company that beneficially owns more than 5 percent of the Company’s common stock.
| | - | --------------------------------------------------------------------------------------------------------------------



Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated below, the address of each beneficial owner is c/o Comarco, Inc., 28202 Cabot Road, Suite 300, Laguna Niguel, CA 92677. Unless otherwise indicated below, the Company believes that each of the persons listed in the table (subject to applicable community property laws) has the sole power to vote and to dispose of the shares listed opposite the shareholder’s name.



The percentages of common stock beneficially owned are based on 14,614,165 shares of the Company’s common stock outstanding at May 30, 2017.



|                                                                                        |  | Number of    |           |     |            |  |     
|--------------------------------------------------------------------------------------- |  | ------------ | --------- | --- | ---------- |  | ----
|                                                                                        |  | Shares       |           |     |            |  |     
|                                                                                        |  | Beneficially |           |     | Percent of | 
|Name and Address of Beneficial Owner                                                    |  | Owned        |           |     | Class      | 
|Wayne G. Cadwallader(6)                                                                 |  |              | 237,500   | (2) |            |  | 1.6 
|Thomas W. Lanni(6)                                                                      |  |              | 480,470   | (2) |            |  | 3.3 
|Richard T. LeBuhn(6)                                                                    |  |              | 284,800   | (2) |            |  | 1.9 
|Michael R. Levin                                                                        |  |              | 194,100   | (2) |            |  | 1.3 
|Louis E. Silverman                                                                      |  |              | 375,000   | (2) |            |  | 2.6 
|All Directors, Director Nominees and the Named Executive Officer as a group (5 persons) |  |              | 1,571,870 | (2) |            |  | 10.8
|Broadwood Partners, L.P.                                                                |  |              |           |     |            |  |     
|Broadwood Capital, Inc.                                                                 |  |              |           |     |            |  |     
|Neal Bradsher                                                                           |  |              |           |     |            |  |     
|724 Fifth Avenue, 9thFloor                                                              |  |              |           |     |            |  |     
|New York, New York 10019                                                                |  |              | 3,914,136 | (3) |            |  | 23.1
|Elkhorn Partners Limited Partnership                                                    |  |              |           |     |            |  |     
|222 Skyline Drive                                                                       |  |              |           |     |            |  |     
|Elkhorn, NE 68022                                                                       |  |              | 6,939,872 | (4) |            |  | 47.5
|Norfield Capital, LLC                                                                   |  |              |           |     |            |  |     
|Paul Borowiec                                                                           |  |              |           |     |            |  |     
|47 Lois Street                                                                          |  |              |           |     |            |  |     
|Norwalk, CT 06851                                                                       |  |              | 1,432,947 | (1) |            |  | 8.4 



---



|* | Indicates less than 1 percent of the outstanding shares of common stock.
|- | ------------------------------------------------------------------------



|(1) | Based on a Schedule 13G filed with the SEC on April 27, 2015 by Norfield Capital LLC (“Norfield”) and Pawel (“Paul”) Borowiec. Norfield and Mr. Borowiec have shared power voting and dispositive power for 1,432,947 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes shares which the person has the right to acquire within 60 days of May 30, 2017. For Messrs. Cadwallader, Lanni, LeBuhn, Levin and Silverman, 95,000, 200,000, 110,000, 95,000 and 300,000 shares listed in this column, respectively, include shares which may be acquired through the exercise of stock options. For all current directors and executive officers as a group, the shares indicated in this column include an aggregate of 800,000 shares that may be acquired through the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                   
|(3) | Includes an aggregate of 2,350,000 shares that may be acquired through the exercise of common stock purchase warrants, which Broadwood Partners L.P. has the right to exercise within 60 days of September 19, 2016. As of August 13, 2014, based on a Schedule 13D (Amendment 12) filed with the SEC on August 19, 2014 by Broadwood Partners, L.P. (“Broadwood Partners”), Broadwood Capital, Inc. (“Broadwood Capital”), the general partner of Broadwood Partners and Neal C. Bradsher, the President of Broadwood Capital. Broadwood Partners and Broadwood Capital have shared power voting and dispositive power for 3,898,636 shares; however, Broadwood Partners and Broadwood Capital specifically disclaim beneficial ownership of such shares. Neal C. Bradsher has the sole voting and dispositive power for 15,500 shares and the shared voting and dispositive power for 3,914,136.
|(4) | Based on a Schedule 13D (Amendment 8) filed with the SEC on February 13, 2013 by Elkhorn Partners Limited Partnership, which has sole voting and dispositive power for 6,939,872 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          








|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------



Transactions with Related Persons



Since February 1, 2016, the Company has not been a party to, and has no plans to be a party to, any transaction or series of transactions in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest.



Policy on Related Person Transactions



Our Board of Directors has adopted a written policy and procedures for the review of any transaction, arrangement or relationship in which the Company was or is to be a participant and one of our executive officers, directors, director nominees or a 5 percent shareholder (or any member of the immediate family of any of the foregoing), or any entity in which persons listed above, either individually or in the aggregate, have a greater than 10 percent ownership interest, each of whom we refer to as a “related person,” has or will have a direct or indirect material interest. We refer to these transactions as “related person transactions.” The policy is administered by the Audit Committee.



The policy calls for any proposed related person transaction to be reviewed and approved by our Audit Committee. Whenever practicable, the Committee will review, and, in its discretion, may approve the related person transaction in advance, but the policy also permits the Committee to consider and ratify transactions that have already occurred, when necessary. Any related person transactions that are ongoing in nature will be reviewed annually. The Committee will review and consider such information regarding the related person transaction as it deems appropriate under the circumstances. The policy also requires Committee review and approval of (1) any charitable contribution to an organization in which a related person serves as a director or trustee or is actively engaged in fund-raising and (2) any proposed transaction in which a related person may participate that involves a corporate opportunity of potential value to the Company. The policy provides that certain de minimis transactions do not create a material direct or indirect interest on behalf of related parties and, therefore, are not covered under the policy.



The Audit Committee may approve a related person transaction only if the Committee determines that, under all of the circumstances, the transaction is in the best interest of the Company and its shareholders. If the Audit Committee determines not to approve or ratify a related person transaction, the transaction shall not be entered into or continued, as the case may be. No member of the Committee will participate in any review or determination with respect to a related person transaction if the Committee member or any of his or her immediate family members is the related person.








Director Independence



The Board has determined that, except for Mr. Lanni, each individual who served as a member of the Board during fiscal year 2016 was an “independent director” within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules. Mr. Lanni was not considered independent as he was employed by the Company as its President and Chief Executive Officer during fiscal 2015. Each of the Company’s current directors (excluding Mr. Lanni) are independent directors within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules. While none of the Company’s securities are listed for trading on the NASDAQ stock market and the company is therefore not required to meet the NASDAQ Listing Rules, the Board has elected to maintain the independence standards of the NASDAQ Listing Rules.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------



The Audit Committee has appointed Squar Milner LLP (“Squar Milner”) as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2017.



Audit Fees



The aggregate fees incurred and payable to Squar Milner for professional services rendered in connection with the audit and quarterly reviews of the Company’s consolidated financial statements during fiscal years ended January 31, 2017 and 2016 were approximately $73,000 and $70,000, respectively.





Audit-Related Fees



No expenses were incurred during fiscal years ended January 31, 2017 and 2016.



Tax Fees



In fiscal years ended January 31, 2017 and 2016, we engaged Squar Milner to assist us with preparation of the Company’s tax returns and incurred fees during these years of approximately $14,000 and $15,000, respectively.



All Other Fees



We paid Squar Milner approximately $11,000 for the audit of our Savings and Retirement Plan in fiscal year ended January 31, 2016 for the audit of our plan year ending December 31, 2014.



Pre-Approval Policies and Procedures



It is the Company’s policy that all audit and non-audit services to be performed by the Company’s independent registered public accounting firm be approved in advance by the Audit Committee. All of the services provided in fiscal years ended January 31, 2017 and 2016 were pre-approved.








PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



|(a)(3) | Exhibits
|------ | --------



The exhibit index below lists the exhibits that are filed as part of this amendment.



|Exhibit
Number |  | Exhibit Title                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------
|               |  |                                                                                                            
|31.1           |  | Certification of our Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                                            
|31.2           |  | Certification of our Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.








SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, on May 31, 2017.



|             | COMARCO, INC. |                                      
|------------ | ------------- | -------------------------------------
|             |               |                                      
|             |               |                                      
|May 31, 2017 | By:           | /s/ THOMAS W. LANNI                  
|             |               | Thomas W. Lanni                      
|             |               | President and Chief Executive Officer
|             |               | (Principal Executive Officer)        



|May 31, 2017 | By: | /s/ JANET N. GUTKIN                                            | 
|------------ | --- | -------------------------------------------------------------- | 
|             |     | Janet N. Gutkin                                                | 
|             |     | Chief Accounting Officer                                       | 
|             |     | (Principal Financial Officer and Principal
Accounting Officer) | 








EXHIBIT INDEX



|Exhibit
Number |  | Exhibit Title                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------
|               |  |                                                                                                            
|31.1           |  | Certification of our Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                                            
|31.2           |  | Certification of our Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.