UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



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

For
the fiscal year ended December 31, 2019

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: 1-14310














GLASSBRIDGE
ENTERPRISES, INC.

(Exact
name of registrant as specified in its charter)



|Delaware                                                                                                                            |  | 41-1838504                                                  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation
        or organization)                                              |  | (I.R.S.
        Employer
        Identification
        No.)
|                                                                                                                                    |  |                                                             
|411
        East 57th Street, Suite 1-A
        New
        York, New York
        (Address
        of principal executive offices) |  | 10022
        (Zip
        Code)                            



(212)
220-3300

(Registrant’s
telephone number, including area code)












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












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



Common
Stock, par value $0.01 per share

Preferred
Stock Purchase Rights

(Title
of class)










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



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 [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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 [X] 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 [X] 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, a 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 (check one).



|Large
    accelerated filer | [  ] |                                                   | Accelerated
    filer         | [  ]
|--------------------------- | ---- | ------------------------------------------------- | ----------------------------- | ----
|Non-accelerated
    filer   | [  ] | (Do
    not check if a smaller reporting company) | Smaller
    reporting company | [X] 
|                            |      |                                                   | Emerging
    growth company   | [  ]



If
an emerging growth company, indicate 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
[X]



Aggregate
market value of voting and non-voting stock of the registrant held by non-affiliates of the registrant, based on the closing price
of $62.00 as reported on the OTCQB on June 28, 2019 (the last business day of the registrant’s most recently completed second
fiscal quarter), was $1.0 million.



The
number of shares outstanding of the registrant’s common stock on March 31, 2020 was 25,170.



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















EXPLANATORY
NOTE



GlassBridge
Enterprises, Inc. (“GlassBridge”) is filing this Amendment to Annual Report on Form 10-K (this “Amendment No.
1”) to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File Number 001-14310) (the
“Form 10-K”) as filed by GlassBridge with the U.S. Securities and Exchange Commission (the “SEC”) on April
3, 2020. The principal purpose of this Amendment is to include in Part III the information that was to be incorporated by reference
from the proxy statement for GlassBridge’s 2020 Annual Meeting of Stockholders. This Amendment No. 1 hereby amends
the cover page and Parts III and IV of the Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act
of 1934, as amended, new certifications by GlassBridge’s principal executive officer and principal financial officer are
filed as exhibits to this Amendment No. 1.



This
Amendment No. 1 does not modify or update the other disclosures presented in the Form 10-K. Except as expressly provided
herein, this Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-K (i.e., those
events occurring after April 3, 2020) or modify or update those disclosures that may be affected by subsequent events. Accordingly,
this Amendment No. 1 should be read in conjunction with the Form 10-K and GlassBridge’s other filings with the SEC.



1







GLASSBRIDGE
ENTERPRISES, INC.

2019
ANNUAL REPORT ON FORM 10-K/A (Amendment No. 1)

TABLE
OF CONTENTS



|            |                                                                                                | Page
|----------- | ---------------------------------------------------------------------------------------------- | ----
|PART III   
|ITEM
    10 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 3   
|ITEM
    11 | EXECUTIVE COMPENSATION                                                                         | 5   
|ITEM
    12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 9   
|ITEM
    13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 11  
|ITEM
    14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         | 13  
|           
|PART IV    
|ITEM
    15 | EXHIBITS                                                                                       | 14  
|            | SIGNATURES                                                                                     | 19  



BASIS
OF PRESENTATION



As
used in this document, the terms “GlassBridge”, “the Company”, “we”, “us”, and
“our” mean GlassBridge Enterprises, Inc. and its subsidiaries and consolidated entities unless the context indicates
otherwise.



2







PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



BOARD
OF DIRECTORS



Our Board of Directors
(the “Board of Directors” of “Board”) is currently composed of four directors divided into three
classes with one Class I director serving until the 2021 Annual General Meeting, two Class II directors serving until the 2020
Annual General Meeting and one Class III director serving until the 2020 Annual General Meeting. The members of each class are
generally elected to serve three-year terms with the term of office of each class ending in successive years.



|Joseph
    A. De Perio   |  | Joseph
A. De Perio, age 41, is the Chairman of the Board of Directors. Mr. De Perio joined our Board on May 20, 2015. On March 22,
2017, the Board appointed Joseph De Perio to serve as its Chairman and as the Company’s principal executive officer, effective
on the same day. Previously, Mr. De Perio served as the Board’s Non-Executive Chairman. Mr. De Perio served as a Senior
Portfolio Manager of Clinton Relational Opportunity Master Fund, L.P. from October 2010 to December 2018; he also served in a
similar capacity from 2006 until December 2007. From December 2007 until October 2010, Mr. De Perio was a Vice President at Millennium
Management, L.L.C., a global investment management firm. Mr. De Perio was a Private Equity Associate at Trimaran Capital Partners,
a private investment firm, from 2004 until 2006 and an analyst and associate in the mergers and acquisitions department at CIBC
Oppenheimer, a national investment boutique, from 2000 until 2004. Mr. De Perio served on the board of directors of Viking Systems,
Inc., a leading worldwide developer, manufacturer and marketer of 3D and 2D visualization solutions for complex minimally invasive
surgery, from June 2011 until its sale to Conmed Corporation in October 2012, and Overland Storage, Inc. (f/k/a Overland Data,
Inc.), a provider of data protection appliances, from April 2011 until its sale to Sphere 3D Corporation in December 2014. Mr.
De Perio also served on the board of directors of EveryWare Global, Inc., a provider of tabletop and food preparation products
for the consumer and foodservice markets, from May 2013 until April 2015 when the company filed for protection under Chapter 11
of the United States Bankruptcy Code pursuant to a pre-packaged plan of reorganization. Mr. De Perio received a B.A. in business
economics and organizational behavior management with honors from Brown University.
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Robert
    G. Torricelli |  | Robert
        G. Torricelli, age 68, joined our Board on February 27, 2017. Mr. Torricelli served in the U.S. House of Representatives
        from the Ninth District of New Jersey from 1982 until his election to the U.S. Senate in 1996, where he served until 2003.
        During his tenure in the Senate, Mr. Torricelli was a member of the Senate Finance, Governmental Affairs, Foreign Relations,
        Judiciary and Rules Committees and also served as Chair of the Democratic Senatorial Campaign Committee. Upon retiring
        from the Senate, Mr. Torricelli established a national and international business strategy firm, Rosemont Associates LLC,
        and created a real estate development business, Woodrose Properties LLC.
        
        Mr.
        Torricelli brings to our board extensive leadership and strategic business experience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Robert
    Searing       |  | Robert
    Searing, age 71, joined our Board on August 26, 2015. Mr. Searing has been the Chief Operating Officer and the Chief Financial
    Officer of BH Asset Management, LLC, a Registered Investment Advisory firm, since January 2010. From 2003 to 2009, he was
    the Chief Operating Officer of Schottenfeld Group, LLC, an investment advisory and broker dealer firm. Mr. Searing is also
    a Certified Public Accountant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         |  | Mr.
    Searing brings to our Board his experience as a financial leader with significant depth and breadth of knowledge in dealing
    with complex financial and accounting matters as well as broad managerial expertise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Alex
    Spiro           |  | Alex
    Spiro, age 35, joined our Board on August 26, 2015. Mr. Spiro has been a partner at Quinn Emanuel Urquhart & Sullivan
    LLP since October 2017. Prior to that, Mr. Spiro had been an attorney at Brafman and Associates in New York City since July
    2013. In that position, Mr. Spiro has handled an array of complex litigation and investigations. Prior to his joining Brafman
    and Associates, from September 2008 to July 2013, Mr. Spiro worked as a Manhattan prosecutor. Mr. Spiro formerly was the director
    of an autism children’s program at McLean Hospital, Harvard’s psychiatric hospital. Mr. Spiro is a graduate of
    the Harvard Law School where he remains on the adjunct faculty. He has lectured and written on a variety of subjects related
    to psychology and the law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         |  | Mr.
    Spiro brings to our Board his significant analytical and overall business leadership skills.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



3







OUR
EXECUTIVE OFFICERS



The
following table provides information regarding our executive officers as of April 30, 2019.



|Officer                |  | Age |  | Position                                    
|---------------------- |  | --- |  | --------------------------------------------
|Joseph
    A. De Perio |  | 41  |  | Chairman
    and principal executive officer
|Daniel
    A. Strauss  |  | 35  |  | Chief
    Executive Officer                 
|Francis
    Ruchalski  |  | 56  |  | Chief
    Financial Officer                 



Joseph
A. De Perio, age 41, is the Chairman of the Board of Directors. Mr. De Perio joined our Board on May 20, 2015. On March 22,
2017, the Board appointed Joseph De Perio to serve as its Chairman and as the Company’s principal executive officer, effective
on the same day. Previously, Mr. De Perio served as the Board’s Non-Executive Chairman. Mr. De Perio served as a Senior
Portfolio Manager of Clinton Relational Opportunity Master Fund, L.P. from October 2010 to December 2018; he also served in a
similar capacity from 2006 until December 2007. From December 2007 until October 2010, Mr. De Perio was a Vice President at Millennium
Management, L.L.C., a global investment management firm. Mr. De Perio was a Private Equity Associate at Trimaran Capital Partners,
a private investment firm, from 2004 until 2006 and an analyst and associate in the mergers and acquisitions department at CIBC
Oppenheimer, a national investment boutique, from 2000 until 2004. Mr. De Perio served on the board of directors of Viking Systems,
Inc., a leading worldwide developer, manufacturer and marketer of 3D and 2D visualization solutions for complex minimally invasive
surgery, from June 2011 until its sale to Conmed Corporation in October 2012, and Overland Storage, Inc. (f/k/a Overland Data,
Inc.), a provider of data protection appliances, from April 2011 until its sale to Sphere 3D Corporation in December 2014. Mr.
De Perio also served on the board of directors of EveryWare Global, Inc., a provider of tabletop and food preparation products
for the consumer and foodservice markets, from May 2013 until April 2015 when the company filed for protection under Chapter 11
of the United States Bankruptcy Code pursuant to a pre-packaged plan of reorganization. Mr. De Perio received a B.A. in business
economics and organizational behavior management with honors from Brown University.



Daniel A. Strauss,
age 35, is our Chief Executive Officer. Mr. Strauss served as our Chief Operating Officer from March 2017 through December 2019.
Mr. Strauss was a Portfolio Manager at Clinton from 2010 until 2019. Mr. Strauss is currently the Chief Executive Office of Adara
Enterprises, Corp. f/k/a Imation Enterprises Corp. (“Adara”) and is a member of the board of directors of Adara and
Sport-BLX, Inc. (“SportBLX”). Mr. Strauss has over ten years of experience in corporate finance as a portfolio manager
and investment analyst in private and public equity through which he has developed a deep understanding of corporate finance and
strategic planning activities. At Clinton, Mr. Strauss was responsible for evaluating and executing private equity transactions
across a range of industries. Post-investment, Mr. Strauss was responsible for the ongoing management and oversight of Clinton’s
portfolio investments. From 2008 to 2010, he worked for Angelo, Gordon & Co. as a member of the firm’s private equity
and special situations area. Mr. Strauss was previously with Houlihan Lokey, where he focused on mergers and acquisitions from
2006 to 2008. Mr. Strauss has served on the boards of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from August 2011
until December 2015 and Community Financial Shares, Inc. (OTC: CFIS) from December 2012 until its sale to Wintrust Financial Corporation
in July 2015. Mr. Strauss received a Bachelor of Science in Finance and International Business from the Stern School of Business
at New York University.



Francis
Ruchalski, age 56, is our Chief Financial Officer. Mr. Ruchalski is also currently the Chief Financial Officer of
Clinton and a member of its board of directors. He has been employed by Clinton since 1997. In addition, Mr. Ruchalski
is the Chief Financial Officer of SportBLX, a member of its board of directors and a member of the board of directors for Adara.
Prior to joining Clinton, Mr. Ruchalski was an audit manager with Anchin, Block & Anchin, LLP, a certified public accounting
firm, from 1986 to 1997. Mr. Ruchalski’s responsibilities while with Anchin, Block & Anchin LLP included client auditing
and financial and taxation planning. Mr. Ruchalski holds a bachelor of science in accounting from St. John’s University.



SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive
officers to file reports of ownership and changes in ownership of our common stock with the SEC. We are required to identify any
of those individuals who did not file such reports on a timely basis. We believe that during 2019 all of our directors and executive
officers complied with their Section 16(a) filing requirements, except that Daniel Strauss, Joseph A. De Perio, Robert
Searing, Alex Spiro and Robert G. Torricelli have not reported the acquisition of stock options on September 6, 2019.



CODE
OF ETHICS



We
adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer
or controller or persons performing similar functions, and all of our other employees. Our code of ethics is part of our broader
Business Conduct Policy, which is posted on the investor relations section of our website at www.glassbridge.com under the “Corporate
Governance” section. If we make any amendments to our code of ethics other than technical, administrative or other non-substantive
amendments, or grant any waiver, including any implicit waiver, from a provision of the code of ethics applicable to our principal
executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions
requiring disclosure under applicable SEC rules, we intend to disclose the nature of such amendment or waiver on our website.
The information on our website is not incorporated by reference into this Amendment No. 1.



4







Item
11. Executive Compensation.



Compensation
of Named Executive Officers



We
are a “smaller reporting company” as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the
“Securities Act”), and Item 10 of Regulation S-K. Accordingly, and in accordance with relevant SEC rules and guidance,
we have elected, with respect to the disclosures required by Item 402 of Regulation S-K, to comply with the disclosure requirements
applicable to smaller reporting companies.



Summary
Compensation Table



The
table below shows compensation for the last two fiscal years for our named executive officers for 2019 and 2018.



|Name and principal  position                                             |  | Year |      |  | Salary
    ($) |   |         | Bonus
    ($) |  |   | Bonus
    
    Stock Awards (in $) |  |  | Option
    
    Awards ($) |   |  | Stock
    Awards ($) |   |   | Change
    in Pension Value and Non-Qualified Deferred Compensation Earnings ($) |  |   | All Other
    Compensation |  |  | Total |    
|------------------------------------------------------------------------ |  | ---- | ---- |  | -------------- | - | ------- | ------------- |  | - | ---------------------------------- |  |  | -------------------------- | - |  | -------------------- | - | - | -------------------------------------------------------------------------------- |  | - | -------------------------- |  |  | ----- | ---
|Daniel Strauss(1)                                                        |  |      | 2019 |  |                | $ | 53,030  |               |  | $ | 0                                  |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 0                          |  |  | $     | 0  
|(Chief Executive Officer and Former Chief Operating Officer)             |  |      | 2018 |  |                | $ | 0       |               |  | $ | 0                                  |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 0                          |  |  | $     | 0  
|Danny Zheng(2)                                                           |  |      | 2019 |  |                | $ | 83,393  |               |  | $ | 110,250                            |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 1,500                      |  |  | $     | 0  
|(Former Interim Chief Executive Officer and Chief Financial
    Officer) |  |      | 2018 |  |                | $ | 315,000 |               |  | $ | 230,000                            |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 110,250                    |  |  | $     | 900
|Francis Ruchalski(3)                                                     |  |      | 2019 |  |                | $ | 14,583  |               |  | $ | 0                                  |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 0                          |  |  | $     | 0  
|(Chief Financial Officer)                                                |  |      | 2018 |  |                | $ | 0       |               |  | $ | 0                                  |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 0                          |  |  | $     | 0  
|Joseph De Perio(4)                                                       |  |      | 2019 |  |                | $ | 0       |               |  | $ | 0                                  |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 0                          |  |  | $     | 0  
|(Chairman and Principal Executive Officer)                               |  |      | 2018 |  |                | $ | 0       |               |  | $ | 0                                  |  |  | $                          | 0 |  |                      | $ | 0 |                                                                                  |  | $ | 0                          |  |  | $     | 0  



| | (1) | Mr.
    Strauss serves as our Chief Executive Officer pursuant to the terms of an employment agreement with the Company dated December
    18, 2019. Prior to entering into the employment agreement with the Company, Mr. Strauss served as our Chief Executive Officer
    and Chief Operating Officer pursuant to that certain Amended and Restated Services Agreement between the Company and the
    Clinton Group Inc. (“Clinton”), dated March 31, 2019 (the “Amended Services Agreement”), and that
    certain Management Services Agreement between the Company and Clinton, dated as of January 1, 2019. On December 18, 2019,
    Mr. Strauss amended his employment agreement with the Company’s subsidiary Andara, to provide for at-will employment
    at a salary of $200,000 per year. Please see Note 15 – Related Party Transactions of Notes to Consolidated Financial
    Statements included in the Company’s Form 10-K for year ended December 31, 2019 amended by this Amendment No. 1.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (2) | Mr.
    Zheng resigned as an executive officer effective March 29, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (3) | Mr.
    Ruchalski was named the Company’s Chief Financial Officer effective April 5, 2019. Mr. Ruchalski served as our Chief
    Financial Officer pursuant to the terms of the Amended Services Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (4) | Mr.
    De Perio is the principal executive officer of the Company. He receives no salary for his role as principal executive officer
    of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



5







Supplemental
All Other Compensation Table



|Name and principal position                                          |  | Year |  | Perks and Other Personal Benefits ($) |   |  | Registrant Contributions to 401(k) and Non-Qualified Pension Plans
($) |   |   | Severance Payment
(in $) | 
|-------------------------------------------------------------------- |  | ---- |  | ------------------------------------- | - |  | ---------------------------------------------------------------------- | - | - | ------------------------ | 
|Daniel Strauss                                                       |  | 2019 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 
|(Chief Executive Officer and  Chief Operating Officer)               |  | 2018 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 
|Danny Zheng                                                          |  | 2019 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 
|(Former Interim Chief Executive Officer and Chief Financial Officer) |  | 2018 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 
|Francis Ruchalski                                                    |  | 2019 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 
|(Chief Financial Officer)                                            |  | 2018 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 
|Joseph De Perio                                                      |  | 2019 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 
|(Chairman and Principal Executive Officer)                           |  | 2018 |  | $                                     | 0 |  |                                                                        | $ | 0 |                          | 



Outstanding
Equity Awards at Fiscal Year-End



The
following table summarizes the total outstanding equity awards as of December 31, 2019 for each of the named executive officers
in the Summary Compensation Table.



|                  |  | Option Awards                                                         |     |  |                                                                       |  |     |                           |  | Stock Awards |                       
|----------------- |  | --------------------------------------------------------------------- | --- |  | --------------------------------------------------------------------- |  | --- | ------------------------- |  | ------------ | ----------------------
|Name              |  | Number of Securities Underlying Unexercised Options (#) Exercisable ​ |     |  | Number of Securities Underlying Unexercised Options (#) Unexercisable |  |     | Option Exercise Price ($) |  |              | Option Expiration Date
|Daniel Strauss    |  |                                                                       | 428 |  |                                                                       |  | 332 |                           |  |              | 106                   
|Joseph De Perio   |  |                                                                       | 0   |  |                                                                       |  | 165 |                           |  |              | 106                   
|Robert Searing    |  |                                                                       | 0   |  |                                                                       |  | 145 |                           |  |              | 106                   
|Alex Spiro        |  |                                                                       | 0   |  |                                                                       |  | 145 |                           |  |              | 106                   
|Robert Torricelli |  |                                                                       | 0   |  |                                                                       |  | 145 |                           |  |              | 106                   



The description of the Company’s
2011 Equity Incentive Plan is incorporated by reference to Note 9 – Stock-Based Compensation of Notes to Consolidated Financial
Statements included in the Company’s Form 10-K for year ended December 31, 2019 amended by this Amendment No. 1



6







Compensation
Under Retirement Plans



|Name and principal position                                          |  | Plan Name |                            |  | Number of Years Credited Service ($) |   |   | Present Value of Accumulated Benefit ($) |  |   | Payments During Latest Fiscal Year (in $) | 
|-------------------------------------------------------------------- |  | --------- | -------------------------- |  | ------------------------------------ | - | - | ---------------------------------------- |  | - | ----------------------------------------- | 
|Daniel Strauss                                                       |  |           | Pension Plan               |  |                                      | $ | 0 |                                          |  | $ | 0                                         | 
|(Chief Executive Officer and Former Chief Operating
    Officer)     |  |           | Non-qualified pension plan |  |                                      | $ | 0 |                                          |  | $ | 0                                         | 
|Danny Zheng                                                          |  |           | 0                          |  |                                      | $ | 2 |                                          |  | $ | 28,848                                    | 
|(Former Interim Chief Executive Officer and Chief Financial Officer) |  |           | 0                          |  |                                      | $ | 9 |                                          |  | $ | 1,286                                     | 
|Francis Ruchalski                                                    |  |           | 0                          |  |                                      | $ | 0 |                                          |  | $ | 0                                         | 
|(Chief Financial Officer)                                            |  |           | 0                          |  |                                      | $ | 0 |                                          |  |   | 0                                         | 
|Joseph De Perio                                                      |  |           | 0                          |  |                                      | $ | 0 |                                          |  | $ | 0                                         | 
|(Chairman and Principal Executive Officer)                           |  |           | 0                          |  |                                      | $ | 0 |                                          |  | $ | 0                                         | 



Compensation
Under Severance Plans





|Name and principal position                                          |  | Base Salary ($) |         |  | Accrued Unused 
PTO ($) |   |        | Annual Bonus ($) |  |   | Total (in $) | 
|-------------------------------------------------------------------- |  | --------------- | ------- |  | ----------------------- | - | ------ | ---------------- |  | - | ------------ | 
|Daniel Strauss                                                       |  |                 | 0       |  |                         | $ |        |                  |  | $ | 0            | 
|(Chief Executive Officer and Former Chief Operating Officer)         |  |                 |         |  |                         |   |        |                  |  |   |              | 
|Danny Zheng                                                          |  |                 | 157,500 |  |                         | $ | 36,043 |                  |  | $ | 110,250      | 
|(Former Interim Chief Executive Officer and Chief Financial Officer) |  |                 |         |  |                         |   |        |                  |  |   |              | 
|Francis Ruchalski                                                    |  |                 | 0       |  |                         | $ |        |                  |  | $ | 0            | 
|(Chief Financial Officer)                                            |  |                 |         |  |                         |   |        |                  |  |   |              | 
|Joseph De Perio                                                      |  |                 | 0       |  |                         | $ |        |                  |  | $ | 0            | 
|(Chairman and Principal Executive Officer)                           |  |                 |         |  |                         |   |        |                  |  |   |              | 



On
December 18, 2019, Daniel Strauss entered into an employment agreement with the Company as the Company’s Chief Executive
Officer; previously he served as the Company’s Chief Executive Officer and Chief Operating Officer pursuant to that
certain Management Services Agreement between the Company and Clinton, dated as of January 1, 2019. Pursuant to the employment
agreement, Mr. Strauss is an at-will employee with an annual salary of $200,000 and eligible to participate in the compensation
and benefit programs generally available to the Company’s executive officers. On December 18, 2019, Mr. Strauss amended
his employment agreement with the Company’s subsidiary Andara to provide for at-will employment at a salary
of $200,000 per year.



7







COMPENSATION
OF DIRECTORS



Director
Compensation for 2019



The
table below shows compensation for the last fiscal year for our directors in 2019.



|Name               |  | Fees Earned or Paid in Cash ($) |        |  | OptionAwards  ($)(1) |  |   | All Other Compensation ($) |  |   | Total($) | 
|------------------ |  | ------------------------------- | ------ |  | -------------------- |  | - | -------------------------- |  | - | -------- | 
|Joseph A. De Perio |  | $                               | 88,750 |  |                      |  | 0 |                            |  | $ | 90,000   | 
|Robert Searing     |  | $                               | 31,250 |  |                      |  | 0 |                            |  | $ | 10,000   | 
|Alex Spiro         |  | $                               | 21,250 |  |                      |  | 0 |                            |  | $ | 10,000   | 
|Robert Torricelli  |  | $                               | 21,250 |  |                      |  | 0 |                            |  | $ | 10,000   | 



| | (1) | On
    September 6, 2019, Messr. De Perio and Messrs. Searing, Spiro and Torricelli were each awarded a stock option to purchase
    165 shares and 145 shares, respectively. The aggregate number of outstanding stock options held by each director as
    of the last day of the fiscal year 2019 was the number of the shares awarded to such director in 2019.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Non-employee
directors receive the following compensation for service on our Board:



| | ● | Annual
    Retainer: $21,250
| | - | ----------------------------



| | ● | Committee
    Chairman Fee:
| | - | ---------------------------



| | ● | $10,000
    per year for serving as chair of the Audit and Finance Committee
| | - | ----------------------------------------------------------------------------



| | ● | Travel
    Reimbursement: We reimburse directors for travel costs of attending Board meetings, other meetings with management and
    interviews of Board candidates.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Nominating and Governance Committee reviews Board compensation every year.



In
lieu of cash, non-employee directors may elect to receive all or part of their Annual Retainer, Non-Executive Chairman fee, Committee
Chairman fee and meeting fees in shares of common stock or in restricted stock units equivalent to shares of common stock.



8







Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS



The
table below shows the number of shares of our outstanding common stock as of April 30, 2020 held by each person that we
know owns beneficially (as defined by the SEC for proxy statement purposes) more than 5% of any class of our voting stock. The
beneficial ownership percentages listed below are based on 25,170 shares of common stock outstanding as of June 18, 2019.



|Name of Beneficial Owner                                                        |  | Amount and Nature of Beneficial Ownership |       |     | Percent of Class | 
|------------------------------------------------------------------------------- |  | ----------------------------------------- | ----- | --- | ---------------- | 
|George Hall  411 East 57th Street, Suite 1-A  New York, NY 10022                |  |                                           | 7,328 |     |                  | 
|                                                                                |  |                                           |       |     |                  | 
|Ariel Investments, LLC  200 East Randolph Street, Suite 2900  Chicago, IL 60601 |  |                                           | 3,883 | (1) |                  | 
|                                                                                |  |                                           |       |     |                  | 
|Wells Fargo & Company 420 Montgomery Street  San Francisco, CA 94104            |  |                                           | 2,610 | (2) |                  | 



|(1) | Information
    reported is based on a Schedule 13G/A filed with the SEC on February 14, 2020 by Ariel Investments, LLC (“Ariel”),
    an investment advisor, reporting beneficial ownership of 3,883 shares of our common stock. Of such shares, Ariel reported
    that it had sole voting power with respect to 0 shares and sole dispositive power with respect to 0 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Information
    reported is based on a Schedule 13G/A filed with the SEC on January 28, 2020 by Wells Fargo & Company (“Wells Fargo”)
    on its own behalf and on behalf of its subsidiaries Wells Capital Management Incorporated (investment advisor) (“Wells
    Capital”), Wells Fargo Funds Management, LLC (investment advisor) (“Wells Fargo Funds”), Wells Fargo Clearing
    Services, LLC (broker dealer) and Wells Fargo Bank, National Association (bank). Wells Fargo reported beneficial ownership
    of 2,610 shares of our common stock, over which it has shared voting power with respect to 696 shares, shared dispositive
    power with respect to 2,609 shares and sole voting power and sole dispositive power with respect to 1 share. Wells Capital
    beneficially owns 2,609 shares of our common stock, over which it has shared voting power with respect to 0 shares, shared
    dispositive power with respect to 2,609 shares and sole voting and sole dispositive power with respect to 0 shares. Wells
    Fargo Funds beneficially owns 1,527 shares of our common stock, over with it has shared voting power and shared dispositive
    power.



9







SECURITY
OWNERSHIP OF MANAGEMENT



The
table below shows the number of shares of our common stock beneficially owned as of April 30, 2020 by each director, each nominated
director, each officer named in the Summary Compensation Table in this proxy statement and all directors and executive officers
as a group. Except as otherwise indicated, the named person has sole voting and investment powers with respect to the shares held
by that person, and the shares are not subject to any pledge. The beneficial ownership percentages listed below are based on 25,170
shares of common stock outstanding as of April 30, 2020.



|Name of Beneficial Owner                                     |  | Amount and Nature of Beneficial Ownership |         |     | Percent of Class | 
|------------------------------------------------------------ |  | ----------------------------------------- | ------- | --- | ---------------- | 
|Daniel Strauss                                               |  |                                           |         |     |                  | 
|(Chief Executive Officer and Former Chief Operating Officer) |  |                                           | 380     | (1) |                  | 
|                                                             |  |                                           |         |     |                  | 
|Francis Ruchalski                                            |  |                                           |         |     |                  | 
|(Chief Financial Officer)                                    |  |                                           | 0       |     |                  | 
|                                                             |  |                                           |         |     |                  | 
|Joseph De Perio                                              |  |                                           |         |     |                  | 
|(Chairman and Principal Executive Officer)                   |  |                                           | 650.5   | (2) |                  | 
|                                                             |  |                                           |         |     |                  | 
|Robert Searing (Director)                                    |  |                                           | 225.2   | (3) |                  | 
|                                                             |  |                                           |         |     |                  | 
|Alex Spiro (Director)                                        |  |                                           | 381.2   | (3) |                  | 
|                                                             |  |                                           |         |     |                  | 
|Robert G. Torricelli (Director)                              |  |                                           | 354.2   | (3) |                  | 
|                                                             |  |                                           |         |     |                  | 
|All Directors and Officers as a Group (6 Persons)            |  |                                           | 1,991.1 | (4) |                  | 










*
Indicates ownership of less than 1%.



| | (1) | Includes
    380 shares subject to a currently exercisable option.
| | --- | ------------------------------------------------------------------



| | (2) | Includes
    27.5 shares subject to a currently exercisable option.
| | --- | -------------------------------------------------------------------



| | (3) | Includes
    24.2 shares subject to a currently exercisable option.
| | --- | -------------------------------------------------------------------
| |     |                                                                    
| | (4) | Includes
    431.7 shares subject to currently exercisable options.



10







Item
13. Certain Relationships and Related Transactions and Director Independence.



RELATED
PERSON TRANSACTIONS



The information set forth in Note 15
– Related Party Transactions of Notes to Consolidated Financial Statements included in the Company’s Form 10-K for
year ended December 31, 2019 amended by this Amendment No. 1 is incorporated by reference.



11







Director Independent and Determination
of Audit Committee Financial Expert



Our
Board of Directors concluded its review of the independence of our directors and nominees under the applicable rules of the OTCQX
marketplace (“OTCQX”) in 2020. The Board made this review to determine whether any of the relationships
or transactions described below, if existing, were inconsistent with a determination that the director or nominee is independent.
During this review, our Board reviewed:



| | ● | whether
    there were any transactions or relationships between each director, nominee or any member of his or her immediate family and
    us and our subsidiaries and affiliates; and     
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                              
| | ● | whether
    there were any relationships between the directors or nominees and senior management and between directors or nominees and
    our independent registered public accounting firm.



None
of the directors or nominees except Mr. De Perio had any material relationship with us that would interfere with their independence
from management. Therefore, the Board affirmatively determined that all of the directors and nominees except Mr. De Perio are
independent.



TheBoard also reviewed whether the Audit and Finance Committee
had an audit committee financial expert as defined in the SEC rules and the OTCQX rules. The Board reviewed the skills
and experience required under the rules and determined that Mr. Searing qualifies as an audit committee financial expert as defined
under those rules.



Risk
Oversight



Our
Board has responsibility for risk oversight, focusing on our overall risk management strategy, our degree of tolerance for risk,
and the steps management is taking to manage our risks. Management reports on its risk management process on a quarterly basis
to the Board of Directors. The Audit and Finance Committee also receives quarterly reports on key financial risks that could affect
us.



12







Item
14. Principal Accountant Fees and Services.



AUDIT
AND OTHER FEES AND AUDIT AND FINANCE COMMITTEE PRE-APPROVAL POLICY



Audit
and Other Fees



Below
is a listing of the services provided by type and amount charged to us by our independent registered public accounting firms for
2019 and 2018. During 2018, the Company dismissed its principal accountant and engaged Turner as our independent registered public
accounting firm. The dismissal was approved by the Board of Directors and Audit and Finance Committee.



The
reports of our principal accountant on the Company’s consolidated financial statements as of and for the for the previous
two years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle.



During
the Company’s most recent and interim periods, preceding our former accountants’ dismissal, (i) there were no disagreements
between the Company and our former accountant on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of our former accountant, would have
caused it to make reference to the matter in connection with its reports on the Company’s financial statements for the such
years, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.



The
listing below reflects this change in our independent registered public accounting firms in fiscal years 2019 and 2018.



|                                                      |  | Fiscal
    Year |        |  | Fiscal
    Year |  
|----------------------------------------------------- |  | --------------- | ------ |  | --------------- | -
|                                                      |  | 2019            |        |  | 2018            |  
|Audit Fees:                                           |  |                 |        |  |                 |  
|                                                      |  |                 |        |  |                 |  
|GAAP and statutory audits                             |  | $               | 89,000 |  |                 | $
|Audit-Related Fees:                                   |  |                 |        |  |                 |  
|Services related to business transactions             |  | $               | 0      |  |                 | $
|Employee benefit plan audits                          |  | $               | 0      |  |                 | $
|Attest services
    and other                         |  | $               | 0      |  |                 | $
|Total Audit-Related
    Fees                          |  | $               | 89,000 |  |                 | $
|Tax Fees (tax preparation,
    advice and consulting) |  | $               | 0      |  |                 | $
|All Other Fees:                                       |  |                 |        |  |                 |  
|Other Business Consulting Fees                        |  | $               | 0      |  |                 | $
|Financial training materials                          |  | $               | 0      |  |                 | $



Audit
and Finance Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services



All
the services provided by our independent registered public accounting firm are subject to pre-approval by the Audit and Finance
Committee. The Audit and Finance Committee has authorized the Chairman of the Audit and Finance Committee to approve services
by our independent registered public accounting firm in the event there is a need for approval prior to the next full Audit and
Finance Committee meeting. The Chairman reports any pre-approval decisions to the Audit and Finance Committee at its next scheduled
meeting.



With
respect to each proposed pre-approved service, our independent registered public accounting firm provides back-up documentation
as requested, including estimated fees regarding the specific services to be provided. The Audit and Finance Committee (or Chairman,
as applicable) reviews the services and the estimated fees and considers whether approval of the proposed services will have a
detrimental impact on our independent registered public accounting firm’s independence prior to approving any service. At
least annually, a member of our management reports to the Audit and Finance Committee all audit and non-audit services performed
during the previous twelve months and all fees billed by our independent registered public accounting firm for those services.



In
2019 and 2018, all audit services, audit-related services, tax services and those items described above under all other fees were
pre-approved by the Audit and Finance Committee or the Chairman.



13







PART
IV



Item
15. Exhibits



List
of Documents Filed as Part of this Report



1.
Financial Statements



See
Index to Consolidated Financial Statements in Item 8 of the Annual Report on Form 10-K.



2.
Financial Statement Schedules



All
financial statement schedules are omitted because of the absence of the conditions under which they are required or because the
required information is included in the Consolidated Financial Statements or the notes thereto.



3.
Exhibits



The
following Exhibits are filed as part of, or incorporated by reference into, this report:



|Number |  | Description
    of Exhibit                                                                                                                                                                                                                                                                                              
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1    |  | Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Registration Statement on Form 10, No. 1-14310).                                                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                         
|3.2†   |  | Amendment to Restated Certificate of Incorporation dated August 28, 2017.                                                                                                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                         
|3.3    |  | Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 22, 2019).                                                                                                                                                    
|       |  |                                                                                                                                                                                                                                                                                                                         
|3.4    |  | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on February 21, 2017).                                                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                         
|4.1    |  | Rights Agreement, dated as of August 7, 2015, by and between the Company and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 on Imation’s Current Report on Form 8-K, filed August 11, 2015).                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                         
|4.2    |  | Description of Securities. (incorporated herein by reference to Exhibit 4.2 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                         
|10.1   |  | Unsecured Demand Note, dated December 27, 2019, issued by Sport-BLX, Inc. to the Company. (incorporated herein by reference to Exhibit 10.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                             
|       |  |                                                                                                                                                                                                                                                                                                                         
|10.2   |  | Stock Purchase Agreement, dated December 12, 2019, between Joseph A. De Perio and the Company.  (incorporated herein by reference to Exhibit 10.2 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                       
|       |  |                                                                                                                                                                                                                                                                                                                         
|10.3   |  | Unsecured Demand Note, dated December 6, 2019 and effective October 1, 2019, issued by Sport-BLX, Inc. to the Company. (incorporated herein by reference to Exhibit 10.3 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).



14







|10.4  |  | Credit Facility Letter Agreement, dated November 15, 2019, between the Company and Clinton Special Opportunities Fund LLC. (incorporated herein by reference to Exhibit 10.4 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.5  |  | Promissory Note, dated September 30, 2019, issued by the Company to Imation Enterprises Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2019).                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.6  |  | Promissory Note, dated September 30, 2019, issued by the Company to Imation Enterprises Corp. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2019).                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.7  |  | Securities Purchase Agreement, dated October 1, 2019, between the Company and Orix PTP Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2019).                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.8  |  | Stockholders Agreement, dated September 27, 2019, by and among the Company, Imation Enterprises Corp., and Orix PTP Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2019).                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.9  |  | Agreement Relating to the Assignment and Assumption of Promissory Notes, dated September 27, 2019, between the Company, Orix PTP Holdings, LLC, and Imation Enterprises Corp. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2019).                        
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.10 |  | Assignment of Claims Agreement, dated September 30, 2019, by and among the Company and Imation Enterprises Corp. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2019).                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.11 |  | Equity Assignment Agreement, dated September 30, 2019, by and among the Company, Imation Enterprises Corp and Sport-BLX, Inc. with respect to Sections 5, 6, 8, 9, 10, 11, 12 and 13 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2019).                 
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.12 |  | Settlement Agreement, dated October 1, 2019, between the Company and Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 7, 2019).                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.13 |  | Securities Purchase Agreement, dated October 1, 2019, between the Company and Orix PTP Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on October 7, 2019).                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.14 |  | Agreement for Appointment of Trustee and Termination of Plan between the Company and Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 30, 2019).                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.15 |  | Pre-Pay Agreement, dated March 28, 2019, by and between CMC Magnetics Corporation and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2019).                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                             
|10.16 |  | Securities Purchase Agreement, dated March 31, 2019, between the Company and IMN Capital Holdings Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 2, 2019).                                                                                                     



15







|10.17  |  | Amended and Restated Services Agreement, dated March 29, 2019, between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 2, 2019).                                                                 
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                             
|10.18  |  | Amended and Restated Letter Agreement, dated April 29, 2016, by and between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2016).                                          
|       |  |                                                                                                                                                                                                                                                                                             
|10.19  |  | Stock Purchase Agreement, dated as of November 22, 2016, by and between the Company and NXSN Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).                                                         
|       |  |                                                                                                                                                                                                                                                                                             
|10.20  |  | Amendment No. 1 to Stock Purchase Agreement, dated as of December 12, 2016, by and between the Company and NXSN Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 12, 2016).                                      
|       |  |                                                                                                                                                                                                                                                                                             
|10.21  |  | Subscription Agreement, dated as of November 22, 2016, by and between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).                                                              
|       |  |                                                                                                                                                                                                                                                                                             
|10.22  |  | Amendment No. 1 to Subscription Agreement, dated as of January 9, 2017, by and between the Company and Clinton Group, Inc. (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on January 10, 2017).                                   
|       |  |                                                                                                                                                                                                                                                                                             
|10.23  |  | Senior Secured Convertible Note, dated as of January 23, 2017, payable by NXSN Acquisition Corp. to the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 27, 2017).                                                         
|       |  |                                                                                                                                                                                                                                                                                             
|10.24  |  | Guaranty and Security Agreement, dated as of January 23, 2017, by and among the Company, NXSN Acquisition Corp., Nexsan Corporation and the other grantors party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 27, 2017).
|       |  |                                                                                                                                                                                                                                                                                             
|10.25  |  | Capacity and Services Agreement, dated as of February 2, 2017, by and among Clinton Group, Inc., the Company and GlassBridge Asset Management, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).                      
|       |  |                                                                                                                                                                                                                                                                                             
|10.26  |  | Registration Rights Agreement, dated as of February 2, 2017, by and between the Company and Madison Avenue Capital Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).                                       
|       |  |                                                                                                                                                                                                                                                                                             
|10.27  |  | Letter Agreement, dated as of February 2, 2017, by and between the Company and Madison Avenue Capital Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).                                                    
|       |  |                                                                                                                                                                                                                                                                                             
|10.28* |  | Services Agreement, dated as of March 2, 2017, by and between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.96 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).                                                            
|       |  |                                                                                                                                                                                                                                                                                             
|10.29  |  | Settlement Agreement, dated as of September 15, 2017, by and among the Company, CMC Magnetics Corporation, Imation Corporation Japan and Imation Europe B.V. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 18, 2017).          
|       |  |                                                                                                                                                                                                                                                                                             
|10.30  |  | Promissory Note, dated September 15, 2017, issued by Imation Corporation Japan to CMC Magnetics Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 18, 2017).                                                           



16







|10.31   |  | Guarantee, dated as of September 15, 2017, made by the Company in favor of CMC Magnetics Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on September 18, 2017).                                                                                                                                                                     
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.32   |  | Settlement Agreement, dated as of September 28, 2017, by and among the Company, IOENGINE, LLC and Scott McNulty (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 28, 2017).                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.33   |  | Secured Promissory Note, dated September 28, 2017, issued by the Company to IOENGINE, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 28, 2017).                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.34   |  | Pledge Agreement, dated September 28, 2017, by and between the Company and IOENGINE, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 28, 2017).                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.35   |  | Litigation Finance & Management Agreement, dated as of May 21, 2018 and effective as of May 1, 2018, by and between Imation Europe B.V. and Mach 5 B.V. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 23, 2018)                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.36   |  | Exchange Agreement, dated as of August 16, 2018 among GlassBridge Enterprises, Inc. and Humilis Holdings Private Equity LP. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 21, 2018)                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.37   |  | Option Agreement, dated as of August 16, 2018 among GlassBridge Enterprises, Inc. and Humilis Holdings Private Equity LP. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 21, 2018)                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.38   |  | Assignment of Contract, dated as of August 16, 2018 among GlassBridge Enterprises, Inc. and Humilis Holdings LLC. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 21, 2018)                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.39   |  | Securities Purchase Agreement, dated as of August 16, 2018 among GlassBridge Enterprises, Inc. and StorCentric, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on August 21, 2018)                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.40   |  | Pre-Pay Agreement, dated as of August 13, 2018 among IOENGINE, GlassBridge Enterprises, Inc. and Scott McNulty. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on August 21, 2018)                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.41   |  | Settlement Agreement and Mutual Release, dated as of August 10, 2018 among NXSN Acquisition Corp., Nexsan Technologies Incorporated and Humilis Holdings Private Equity LP. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on August 21, 2018)                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.42   |  | Settlement Agreement, dated as of December 21, 2018, by and among Zentralstelle für private Überspielungsrechte (ZPÜ) Gesellschaft des bürgerlichen Rechts, and its members; and TME GmbH, Imation Europe B.V. and GlassBridge Enterprises, Inc. (formerly: Imation, Corp.) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 28, 2018)
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                
|10.43** |  | Secured Promissory Note Agreement, dated March 17, 2020, by and among Glassbridge Athlete, LLC, Orix PTP Holdings, LLC and the Company. (incorporated herein by reference to Exhibit 10.43 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                     



17







|10.44** |  | Security Agreement, dated March 17, 2020, between Glassbridge Athlete, LLC and Orix PTP Holdings, LLC. (incorporated herein by reference to Exhibit 10.44 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.45   |  | Pledge Agreement, dated March 17, 2020, between the Company and Orix PTP Holdings, LLC (incorporated herein by reference to Exhibit 10.45 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.1    |  | Subsidiaries of GlassBridge Enterprises, Inc. (incorporated herein by reference to Exhibit 21.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|24.1    |  | Power of Attorney (included on signature page) (incorporated herein by reference to Exhibit 24.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.1    |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 31.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.2    |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 31.2 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.3†   |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.4†   |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a)
and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|32.1    |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.1 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|32.2    |  | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.2 in the Company’s Annual Report on Form 10-K (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|101     |  | The
    following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted
    in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Statements
    of Comprehensive Loss, (iii) Consolidated Statements Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity,
    (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and
    including detailed tags. (incorporated herein by reference to Exhibit 101 in the Company’s Annual Report on Form 10-K
    (File No. 1-14310) for the period ended December 31, 2019, as filed with the SEC on April 3, 2020).



|*  | Items
    that are management contracts or compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b)
    of Form 10-K.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                          
|** | Confidential
    treatment has been requested. Confidential material has been redacted.                                                                  
|   |                                                                                                                                                          
|†  | Filed
    herewith                                                                                                                                       



18







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
to be signed on its behalf by the undersigned, thereunto duly authorized.



| | GLASSBRIDGE ENTERPRISES, INC.
| | -----------------------------
| |                              
| | By:                          
| |                              



Date:
April 30, 2020



19