FRMO : Nine Months Financial Statements at February 28, 2022

FRMO CORP.

A Delaware Corporation

Principal Executive Offices and Principal Place of Business:

1 North Lexington Avenue, Suite 12C

White Plains, NY 10601

_______________________________

914-632-6730

www.frmocorp.com

[e-mail]

SIC Code: 6719 - Holding Company

Quarterly Report

For the Quarter Ended February 28, 2022

(the "Reporting Period")

• As of February 28, 2022 [Current Reporting Period], the number of shares outstanding of our Common Stock was: 44,017,781

• As of November 30, 2021 [Prior Reporting Period], the number of shares outstanding of our Common Stock was: 44,017,781

• As of May 31, 2021 [Prior Completed Fiscal Year End], the number of shares outstanding of our Common Stock was: 44,012,781

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:

Yes: ☐ No: ☒

1) Name and address(es) of the issuer and its predecessors (if any)

FRMO Corp.

FRMO Corp. is an active corporation incorporated in the state of Delaware in November 1993. The name of the Corporation was changed from FRM Nexus (a Delaware Corporation) to FRMO Corp. on November 29, 2000.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

1 North Lexington Avenue, Suite 12C

White Plains, NY 10601

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2)Security Information

Trading symbol:	FRMO
Exact title and class of securities outstanding:	Common Stock
CUSIP:	30262F205
Par or stated value:	$0.001
Total shares authorized:	90,000,000
Total shares outstanding:	44,017,781
Number of shares in the Public Float:	13,733,240
Total number of shareholders of record:	58

All additional class(es) of publicly traded securities (if any):

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value: Total shares authorized: Total shares outstanding:

Transfer Agent

Name:

Broadridge Corporate Issuer Solutions, Inc. 1717 Arch Street, Suite 1300

Philadelphia, PA 19103

Phone: Email:

[e-mail]/A

Preferred Stock N/A $0.001 2,000,000 None

as of date: February 28, 2022

as of date: February 28, 2022

as of date: February 28, 2022

as of date: February 28, 2022

as of date: February 28, 2022 as of date: February 28, 2022

Is the Transfer Agent registered under the Exchange Act? Yes: ☒

No: ☐

3) Issuance History

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Number of Shares outstanding as of May 31, 2019	Opening Balance: Common: 43,976,781 Preferred: None
Date of Transaction	Transaction type (e.g. new issuance, cancellation, shares returned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to market price at the time of issuanc e? (Yes/No)	Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).	Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable)	Restricted or Unrestricted as of this filing?	Exemption or Registration Type?
August 19, 2019	Option Exercise	Option exercise of 50,000 shares of common stock at price of $1.99 per share (Grant date: 12/16/2009)	Common	Value of Shares at issuance $7.23 per share	Yes	Option Exercised by Hugh Ross	Option Exercise	Shares are restricted for at least 1 year from issue date.	Shares carry the customary Securities Act of 1933 legend.
August 30, 2019	Option Exercise	Option exercise of 3,000 shares of common stock at price of $1.95 per share (Grant date: 10/11/2012	Common	Value of Shares at issuance $7.20 per share	Yes	Option Exercised by Jay Hirschson	Option Exercise	Shares are restricted for at least 1 year from issue date.	Shares carry the customary Securities Act of 1933 legend.
October 10, 2019	Option Exercise	Option exercise of 3,000 shares of common stock at price of $1.95 per share (Grant date: 10/11/2012	Common	Value of Shares at issuance $6.10 per share	Yes	Option Exercised by Allan Kornfeld	Option Exercise	Shares are restricted for at least 1 year from issue date.	Shares carry the customary Securities Act of 1933 legend.
October 10, 2019	Option grant	Option grant to purchase 5,000 shares of common stock, exercise price of $6.10 per share	Common	N/A	N/A	Option Granted to Allan Kornfeld	Director Compensation	Options are unexercised. Will be restricted upon exercise.	Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act.
October 10, 2019	Option grant	Option grant to purchase 3,000 shares of common stock, exercise price of $6.10 per share	Common	N/A	N/A	Option Granted to Jay Hirschson	Director Compensation	Options are unexercised. Will be restricted upon exercise.	Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act.
October 8, 2020	Option grant	Option grant to purchase 5,000 shares	Common	N/A	N/A	Option Granted to Allan Kornfeld	Director Compensation	Options are unexercised. Will be	Registration of these Shares under

of common stock, exercise price of $6.04 per share

restricted upon exercise.

the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act.

October 8, 2020

Option grant

Option grant to purchase 3,000 shares of common stock, exercise price of $6.04 per share

Common

N/A

N/A

Option Granted to Jay Hirschson

Director Compensation

Options are unexercised. Will be restricted upon exercise.

Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act.

October 14, 2020

Shares repurchased, cancelled, and retired to authorized and unissued.

20,000

Common

Price paid was $4.88 per share, per stock purchase agreement under existing stock repurchase program.

No

No issuance; shares were cancelled and retired to authorized and unissued

N/A

Restriction does not apply to shares repurchased by Company

Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act.

October 7, 2021

Option grant

Option grant to purchase 5,000 shares of common stock, exercise price of $10.85 per share

Common

N/A

N/A

Option Granted to Allan Kornfeld

Director Compensation

Options are unexercised. Will be restricted upon exercise.

Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act.

October 7, 2021

Option grant

Option grant to purchase 3,000 shares of common stock, exercise price of $10.85 per share

Common

N/A

N/A

Option Granted to Jay Hirschson

Director Compensation

Options are unexercised. Will be restricted upon exercise.

Registration of these Shares under the Securities Act of 1933, as amended, is not required pursuant to the exemption provided by Section 4(2) of the Act.

October 7, 2021

Option Exercise

Option exercise of 5,000 shares of common stock at price of $9.18 per share Grant date: 10/7/2014

Common

Value of Shares at issuance $10.85 per share

Yes

Option Exercised by Allan Kornfeld

Option Exercise

Shares are restricted for at least 1 year from issue date.

Shares carry the customary Securities Act of 1933 legend.

Shares Outstanding on: February 28, 2022

Ending Balance: Common: 44,017,781 Preferred: None

B. Debt Securities, Including Promissory and Convertible Notes

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

4)Financial Statements

A. The following financial statements were prepared in accordance with:

☒ U.S. GAAP ☐ IFRS

B.
The financial statements listed in items 4C - 4H are appended to this Disclosure Statement.:
C.	Report of Independent Registered Public Accounting Firm
D.	Interim Condensed Consolidated Balance Sheets
E.	Interim Condensed Consolidated Statements of Income
F.	Interim Condensed Consolidated Statements of Stockholders' Equity
G.	Interim Condensed Consolidated Statements of Cash Flows
H.	Notes to Interim Condensed Consolidated Financial Statements
5)	Issuer's Business, Products and Services

The financial statements for this reporting period were prepared by (name of individual):

Name:	Victor Brodsky
Title:	Consultant
Relationship to Issuer:	Consultant

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

A. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")

The corporation is an intellectual capital firm identifying and managing investment strategies and business opportunities.

• B. Please list any subsidiaries, parents, or affiliated companies.

  Fromex Equity Corp., a Delaware corporation, is a wholly owned subsidiary of FRMO Corp.

  The Company also holds a 4.95% interest in Horizon Kinetics LLC ("Horizon") and earns substantially all of its advisory fees from Horizon. As of February 28, 2022 and May 31, 2021, the Company held a 21.91% and 22.02% equity interest in Horizon Kinetics Hard Assets LLC ("HKHA"), a company formed by Horizon and certain officers, principal stockholders and directors of the Company. Due to the common control and ownership between HKHA and the Company's principal stockholders and directors, HKHA has been consolidated within the Company's financial statements. The noncontrolling interest of 78.09% and 77.98% in HKHA has been eliminated from results of operations for the periods ended February 28, 2022 and May 31, 2021. Total stockholders' equity includes, as a separate item, the amount attributable to the noncontrolling interests. The Company maintains its corporate office in White Plains, New York.

  Investment Concentration

  The following are the approximate amounts of the Company's investments in equity securities held directly and indirectly, through its various investments in managed funds, amounting to greater than 10% of stockholders' equity attributable to the Company ("Equity"). None of the Company's other direct or indirect investments were greater than 10% of Equity as of February 28, 2022 and May 31, 2021.

  As of February 28, 2022
  Investment	Amount Equity
  (unaudited)
  Investment A
  Investment B

  As of May 31, 2021

  Percent of

  Percent of

  Amount	Equity
  $ 69,950,000	41.9%	$ 83,425,000	44.1%
  $ 24,284,000	14.5%	$ 22,448,000	11.9%

• C. Describe the issuers' principal products or services: Holding Company

6)Issuer's Facilities

Company leases fully furnished office space from Horizon Kinetics LLC at 1 North Lexington Avenue, Suite 12C, White Plains, New York 10601. The lease term is one year renewable for consecutive one-year periods until terminated.