董事會已確定2024年10月21日為2024年度股東大會的“記錄日期”。截至記錄日期業務收市，只有我們普通股、A-1系列可轉換優先股和/或S小單可轉換優先股的記錄持有人有權收到2024年度股東大會及任何遞延會議的通知並投票。本通知中亦附上 (i) 我們截至2023年12月30日財政年度的10-K表年報及 (ii) 一份代理委託書。
A:雖然我們在年度股東大會上並不知道除了這份代理委托書陳述的提議外的任何業務，但如果在年度股東大會上提出其他業務，您的代理委托書授權總裁Tony Isaac和財務長Virland A. Johnson自行就這些事項投票。
Q:2025年股東大會的股東提案應該何時交?
A:要審慎考慮納入公司2025年年度股東大會的代理聲明中，股東提議必須在2025年6月2日或在公司將2025年年度股東大會的日期比今年大於30天時，於公司開始列印和發送代理資料前合理的時間內送達公司辦公室。提議必須符合1934年證券交易法修訂案下的第14a-8條規定（“","""），並必須以書面形式提交，並交付或郵寄至ALT5 Sigma Corporation的公司秘書，地址為325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119。證券交易所法案並且必須以書面形式提交並交付或郵寄至公司秘書，位於ALT5 Sigma Corporation, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119。
John Bitar has been one of our directors since January 2020. Since 2012, Mr. Bitar has been providing consulting services to companies and clients on business and legal strategies, management, operations, and cost controls. From 2007 to 2012, Mr. Bitar co-founded and was Managing Partner of a worker’s compensation law firm. Mr. Bitar has been an attorney admitted to the California State Bar since 1999. Mr. Bitar graduated from the University of Southern California in 1996 and earned his Juris Doctorate Degree in 1999 from University of the Pacific, McGeorge School of Law. We believe that Mr. Bitar brings to our Board significant business experience and brings operational expertise.
Ron Pitters has been one of our directors since [*] 2024. For more than the past five years, Ron has held executive positions with Axos Financial, Inc., and various of its operating units.He currently serves as Axos Bank’s Chief Information Officer, having previously served as President and Chief Operating Officer of Axos Digital Assets, LLC, Business Unit Leader and Chief Operating Officer of Axos Securities, LLC, and President and Chief Operating Officer of Axos Business Center, Inc. (Philippines).Prior to his service with Axos Bank, Mr. Pitters founded and was managing director of MindAlign, LLC.He also has served as the Head of Technology & Transformation (Global Markets & Risk) for OCBC Singapore; Group CIO at the Commercial Bank of Qatar; Business Unit CIO for ABN AMRO Global Markets in Chicago, London, Amsterdam; and Head of Trading (FX/Futures Arbitrage) for ABN AMRO Global Markets.He also currently is an independent director of Cozera, Inc. Ron is an accomplished C-level executive, with over 20 years of experience generating and delivering revenue opportunities, and working in business and corporate development, regulatory compliance, credit and risk management, strategy and architecture and delivery management and has held varying leadership roles, including technology, management consulting, business turnarounds, corporate transformations, and start-ups. His most recent accomplishments include successful start-ups in the captive offshore space, self-direct trading, and digital assets business. Mr. Pitters has completed business turnarounds of a securities clearing firm and a digital robo-advisory business. We believe that Mr. Pitters brings to our Board a broad range of experience that will prove invaluable as we continue to expand our fintech operations.
Nael Hajjar has been one of our directors since August 2018. Mr. Hajjar is currently the Unit Head for the Annual Wholesale Trade Survey in Statistics Canada’s Manufacturing and Wholesale Trade Division. From March 2011 through May 2016, Mr. Hajjar was a Senior Analyst — Economist of Statistics Canada’s Producer Prices Division, where he developed Canada’s first ever Investment Banking Services Price Index while leading the development of a variety of Financial Services Price Index development projects. We believe that Mr. Hajjar brings to our Board extensive experience in research and analysis of financial statistics, economics, and business practices in a variety of industries, including manufacturing, logging, Wholesale Trade, and financial services. We believe that Mr. Hajjar also has extensive experience
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in project management, and he holds a Bachelor of Social Science, Honors in Economics (which he earned in 2006), and Bachelor of Commerce, Option in Finance (which he earned in 2008), both from the University of Ottawa.
Director Independence
There are no family relationships among any of the directors or executive officers of the Company. Of the current directors, each of Messrs. Butler, Bitar, Hajjar, and Pitters is an “independent” director, as defined under the rules of The Nasdaq Stock Market (“Nasdaq”) and each has been an independent director since each joined our Board.
Board Leadership Structure and Role in Risk Oversight
Tony Isaac, our President and Secretary, also serves as Chairman of our Board. Currently, our Board does not have a Lead Independent Director. Although our Board reserves the right to make changes in the future, it believes that the current structure, as described in this Proxy Statement, is appropriate at this time given the size and experience of our Board, as well as the background and experience of management.
It is management’s responsibility to manage risk and bring to the attention of our Board the most material risks affecting the Company. Our Board, including through committees of our Board comprised solely of independent directors, regularly reviews various areas of significant risk to the Company, and advises and directs management on the scope and implementation of policies, strategic initiatives, and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by our full Board include competition risks, industry risks, economic risks, liquidity risks, and business operations risks. Our Audit Committee reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control, and report such exposures. Our Audit Committee also reviews and approves transactions with related persons. Our Compensation Committee (the “Compensation Committee”) reviews and evaluates potential risks related to the attraction and retention of talent, and risks related to the design of compensation programs established by our Compensation Committee for our executive officers.
Actions and Committees of our Board
In fiscal 2024, our Board met [*] times and took action by unanimous written consent [*] times. In fiscal 2024, our Board had three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee met [*] times during fiscal 2024. Our Compensation Committee met [*] during fiscal 2024 and took action by unanimous written consent one time. Our Nominating and Corporate Governance Committee did not hold a formal meeting during fiscal 2024 but did take [*] action by unanimous written consent. Our Board currently has no other standing committees and has no current plans to establish additional committees. Each person who served as a director during fiscal 2024 attended at least 75% of the meetings of our Board and of the committees on which the director served. It is our policy that all directors should attend the Annual Meeting of Stockholders. Four out of four members of our Board who were in place at the time of last year’s Annual Meeting of Stockholders attended last year’s Annual Meeting.
The Audit Committee (the “Audit Committee”) of our Board is comprised entirely of non-employee directors. In fiscal 2023, the members of our Audit Committee were Mr. Bitar, Mr. Butler (Chair), and Mr. Hajjar. Each of Messrs. Bitar, Butler, and Hajjar was an “independent” director as defined under Nasdaq rules. Our Audit Committee is responsible for selecting and approving our independent auditors, for relations with the independent auditors, for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies to assure full disclosure of financial condition. Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.” The Board has determined that Mr. Butler is an “audit committee financial expert” as defined in SEC rules. Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.”
Compensation Committee
The Compensation Committee (the “Compensation Committee”) of our Board is comprised entirely of non-employee directors. In fiscal 2023, the members of our Compensation Committee were Mr. Hajjar and Mr. Butler (Chair), each of whom was also an “independent” director as defined under Nasdaq rules. Our Compensation Committee is responsible for review and approval of officer salaries and other compensation and benefits programs and determination of officer bonuses. Annual compensation for our executive officers, other than our Chief Executive Officer, is recommended by our Chief Executive Officer and approved by our Compensation Committee. The annual compensation for our Chief Executive Officer is recommended by our Compensation Committee and formally approved by our full Board. Our Compensation Committee may approve grants of equity awards under our stock compensation plans. Our Compensation Committee operates under a written charter adopted by our Board in March 2011, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.”
In the performance of its duties, our Compensation Committee may select independent compensation consultants to advise the committee when appropriate. No compensation consultant played a role in the executive officer and director compensation for fiscal 2023. In addition, our Compensation Committee may delegate authority to subcommittees where appropriate. Our Compensation Committee may separately meet with management if deemed necessary and appropriate.
Governance Committee
The Nominating and Corporate Governance Committee (our “Governance Committee”) is comprised entirely of non-employee directors. In fiscal 2023, the members of our Governance Committee were Mr. Butler and Mr. Bitar, each of whom was also an “independent” director as defined under Nasdaq rules. The primary purpose of our Governance Committee is to ensure an appropriate and effective role for our Board in our governance. The principal recurring duties and responsibilities of our Governance Committee include (i) making recommendations to our Board regarding the size and composition of our Board, (ii) identifying and recommending to our Board candidates for election as directors, (iii) reviewing our Board’s committee structure, composition and membership and recommending to our Board candidates for
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appointment as members of our Board’s standing committees, (iv) reviewing and recommending to our Board corporate governance policies and procedures, (v) reviewing our Code of Business Ethics and Conduct and compliance therewith, and (vi) ensuring that emergency succession planning occurs for the positions of Chief Executive Officer, other key management positions, our Board chairperson and Board members. Our Governance Committee operates under a written charter adopted by our Board, which is posted on our website at www.janone.com under the caption “Investors — Governance — Governance Documents.”
Our Governance Committee will consider director candidates recommended by stockholders. The criteria applied by our Governance Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a stockholder, or a third party, and accordingly, our Governance Committee has not deemed it necessary to adopt a formal policy regarding consideration of candidates recommended by stockholders. Stockholders wishing to recommend candidates for Board membership should submit the recommendations in writing to our Secretary.
Our Governance Committee identifies director candidates primarily by considering recommendations made by directors, management, and stockholders. Our Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any associated fees or expenses. Board candidates are evaluated on the basis of a number of factors, including the candidate’s background, skills, judgment, diversity, experience with companies of comparable complexity and size, the interplay of the candidate’s experience with the experience of other Board members, the candidate’s independence or lack of independence, and the candidate’s qualifications for committee membership. Our Governance Committee does not assign any particular weighting or priority to any of these factors and considers each director candidate in the context of the current needs of our Board as a whole. Director candidates recommended by stockholders are evaluated in the same manner as candidates recommended by other persons.
Review, Approval, or Ratification of Transactions with Related Persons
Our Audit Committee is responsible for the review and approval of all transactions in which we were or are to be a participant and in which any of our executive officers, directors, or director nominees, or any immediate family member of any such person (“related persons”) have or will have a material interest. In addition, all, if any, transactions with related persons that come within the disclosures required by Item 404 of the SEC’s Regulation S-K must also be approved by our Audit Committee. The policies and procedures regarding the approval of all such transactions with related persons have been approved at a meeting of our Audit Committee and are evidenced in our corporate records. Each member of our Audit Committee is an “independent” director as defined under Nasdaq rules.
Code of Ethics
Our Audit Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer, President, and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules and regulations of the SEC and Nasdaq. A copy of the code of ethics may be obtained upon request, without charge, by addressing a request to Corporate Secretary, ALT5 Sigma Corporation, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. The code of ethics is also posted on our website at www.janone.com under “Investors — Governance — Governance Documents.”
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding the amendment to, or waiver from, a provision of the code of ethics by posting such information on our website at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information.
Board Contact Information
If you would like to contact our Board or any committee of our Board, you can send an email to board@janone.com, or write to ALT5 Sigma Corporation, c/o Corporate Secretary, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. All communications will be compiled by the Secretary of the Company and submitted to our Board or the applicable committee or director on a periodic basis.
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OFFICERS
Set forth below is certain information regarding our current executive officers as of October 21, 2024, other thanTony Isaac, whose biographical information is presented under “Nominees for Election to the Board of Directors.”
Peter Tassiopoulos, 55
Mr. Tassiopoulos has been our Chief Executive Officer since August 2024. Mr. Tassiopoulos has over 30 years of leadership experience across healthcare, finance, and technology sectors. From April 4, 2022, until his appointment as our Chief Executive Officer, Mr. Tassiopoulos had served as an independent mergers and acquisitions (M&A) consultant, consulting for various companies. During that time, he restructured in excess of $150 million in debt and facilitated a $35 million asset purchase for a Canadian public company. Prior to that, from March 2013 through December 1, 1014, Peter served as the Chief Executive Officer of Sphere 3D Corp. (Nasdaq: ANY), and then, from December 1, 2014 until November 14, 2018, as its President, and, from November 14, 2018 to April 2022, as its Chief Executive Officer again. He also served as a director from March 2014 through April 4, 2022. Mr. Tassiopoulos has successfully completed over $1 billion in M&A, divestitures, and financing transactions throughout his career. He has led teams in executing complex transactions with a focus on mergers and acquisitions, capital market strategies, and strategic relationships. His industry experience spans cryptocurrency, technology, IT, healthcare, and gaming. We believe that Mr. Tassiopoulos brings a wealth of experience in finance, mergers and acquisitions and strategic planning to our Board.
Virland A. Johnson, 63
Mr. Johnson was appointed our Chief Financial Officer on August 21, 2017. Mr. Johnson had previously served us as a consultant beginning in February 2017. Mr. Johnson served as Chief Financial Officer for Live Ventures (Nasdaq: LIVE) between January 3, 2017 and September 21, 2021. Prior to joining Live Ventures, Mr. Johnson was Sr. Director of Revenue for JDA Software from February 2010 to April 2016, where he was responsible for revenue recognition determination, sales and contract support while acting as a subject matter expert. Prior to joining JDA, Mr. Johnson provided leadership and strategic direction while serving in C-Level executive roles in public and privately held companies such as Cultural Experiences Abroad, Inc., Fender Musical Instruments Corp., Triumph Group, Inc., Unitech Industries, Inc. and Younger Brothers Group, Inc. Mr. Johnson’s more than 30 years of experience is primarily in the areas of process improvement, complex debt financings, SEC and financial reporting, turn-arounds, corporate restructuring, global finance, merger and acquisitions and returning companies to profitability and enhancing stockholder value. Mr. Johnson holds a Bachelor’s degree in Accountancy from Arizona State University which he earned in 1982, and holds a CPA license in "Retired" status in the State of Arizona.
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APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN
(Proposal No. 2)
What Am I Voting On?
Stockholders are being asked to approve the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), which was approved by our Board on [*]. The 2024 Plan will become effective on the date it is approved by our stockholders, and will replace the 2023 Plan, which is the only plan under which equity awards are currently being granted.
Voting Recommendation
FOR the approval of the 2024 Plan because it includes a number of features that we believe are consistent with the interests of our stockholders and sound corporate governance practices.
General
The purpose of the 2024 Plan is to enhance stockholder value by linking the compensation of our officers, directors, key employees, and consultants to increases in the price of our Common Stock and the achievement of other performance objections and to encourage ownership in the Company by key personnel whose long-term employment is considered essential to our continued progress and success. The 2024 Plan is also intended to assist us in recruiting new employees and to motivate, retain, and encourage such employees and directors to act in our stockholders’ interest and share in our success.
Term
The 2024 Plan will become effective upon approval by our stockholders and will continue in effect from that date until it is terminated in accordance with its terms.
Administration
The 2024 Plan may be administered by our Board, a committee designated by it, and/or their respective delegates. Our Board currently contemplates that our Compensation Committee will administer the 2024 Plan. The administrator has the power to determine the directors, employees, and consultants who may participate in the 2024 Plan and the amounts and other terms and conditions of awards to be granted under the Incentive Plan. All questions of interpretation and administration with respect to the 2024 Plan will be determined by the administrator. The administrator also will have the complete authority to adopt, amend, rescind, and enforce rules and regulations pertaining to the administration of the 2024 Plan; to correct administrative errors; to make all other determinations deemed necessary or advisable for administering the 2024 Plan and any award granted under the 2024 Plan; and to authorize any person to execute, on behalf of the Company, all agreements and documents previously approved by the administrator, among other items.
Eligibility
Any of our directors, employees, or consultants, or any directors, employees, or consultants of any of our affiliates (except that with respect to incentive stock options, only employees of the Company or any of our subsidiaries are eligible), are eligible to participate in the 2024 Plan.
Available Shares
Subject to the adjustment provisions included in the 2024 Plan, a total of three million shares of our Common Stock would be authorized for awards granted under the 2024 Plan. Shares subject to awards that have been canceled, expired, settled in cash, or not issued or forfeited for any reason (in whole or in part), will not reduce the aggregate number of shares that may be subject to or delivered under awards granted under the 2024 Plan and will be available for future awards granted under the 2024 Plan.
Types of Awards
We may grant the following types of awards under the 2024 Plan: stock awards; options; stock appreciation rights; stock units; or other stock-based awards.
Stock Awards. The 2024 Plan authorizes the grant of stock awards to eligible participants. The administrator determines (i) the number of shares subject to the stock award or a formula for determining such number, (ii) the purchase price of the shares, if any, (iii) the means of payment for the shares, (iv) the performance criteria, if any, and the level of
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achievement versus these criteria, (v) the grant, issuance, vesting, and/or forfeiture of the shares, (vi) restrictions on transferability, and (vii) such other terms and conditions determined by the administrator.
Options. The 2024 Plan authorizes the grant of non-qualified and/or incentive options to eligible participants, which options give the participant the right, after satisfaction of any vesting conditions and prior to the expiration or termination of the option, to purchase shares of our Common Stock at a fixed price. The administrator determines the exercise price for each share subject to an option granted under the 2024 Plan, which exercise price cannot be less than the fair market value (as defined in the 2024 Plan) of our Common Stock on the grant date. The administrator also determines the number of shares subject to each option, the time or times when each option becomes exercisable, and the term of each option (which cannot exceed ten (10) years from the grant date).
Stock Appreciation Rights. The 2024 Plan authorizes the grant of stock appreciation rights to eligible participants, which stock appreciation rights give the participant the right, after satisfaction of any vesting conditions and prior to the expiration or termination of the stock appreciation right, to receive in cash or shares of our Common Stock the excess of the fair market value (as defined in the 2024 Plan) of our Common Stock on the date of exercise over the exercise price of the stock appreciation right. All stock appreciation rights under the 2024 Plan shall be granted subject to the same terms and conditions applicable to options granted under the 2024 Plan. Stock appreciation rights may be granted to awardees either alone or in addition to or in tandem with other awards granted under the 2024 Plan and may, but need not, relate to a specific option granted under the 2024 Plan.
Stock Unit Awards and Other Stock-Based Awards. In addition to the award types described above, the administrator may grant any other type of award payable by delivery of our Common Stock in such amounts and subject to such terms and conditions as the administrator determines in its sole discretion, subject to the terms of the 2024 Plan. Such awards may be made in addition to or in conjunction with other awards under the 2024 Plan. Such awards may include unrestricted shares of our Common Stock, which may be awarded, without limitation (except as provided in the 2024 Plan), as a bonus, in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, or upon the attainment of performance goals or otherwise, or rights to acquire shares of our Common Stock from us.
Award Limits
Subject to the terms of the 2024 Plan, the aggregate number of shares that may be subject to all incentive stock options granted under the 2024 Plan cannot exceed the total aggregate number of shares that may be subject to or delivered under awards under the 2024 Plan. Notwithstanding any other provisions of the 2023 Plan to the contrary, the aggregate grant date fair value (computed as specified in the 2024 Plan) of all awards granted to any non-employee director during any single calendar year shall not exceed 100,000 shares.
New Plan Benefits
The amount of future grants under the 2024 Plan is not determinable, as awards under the 2024 Plan will be granted at the sole discretion of the administrator. We cannot determinate at this time either the persons who will receive awards under the 2024 Plan or the amount or types of such any such awards.
Transferability
Unless determined otherwise by the administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will, or by the laws of descent or distribution, including but not limited to any attempted assignment or transfer in connection with the settlement of marital property or other rights incident to a divorce or dissolution, and any such attempted sale, assignment, or transfer shall be of no effect prior to the date an award is vested and settled.
Termination of Employment or Board Membership
At the grant date, the administrator is authorized to determine the effect a termination from membership on our Board by a non-employee director for any reason or a termination of employment (as defined in the 2024 Plan) due to disability (as defined in the 2024 Plan), retirement (as defined in the 2024 Plan), death, or otherwise (including termination for cause (as defined in the 2024 Plan)) will have on any award. Unless otherwise provided in the award agreement:
•Upon termination from membership on our Board by a non-employee director for any reason other than disability or death, any option or stock appreciation right held by such director that (i) has not vested and is not exercisable as of the termination effective date will be subject to immediate cancellation and forfeiture or (ii) is vested and exercisable as of the
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termination effective date shall remain exercisable for one year thereafter, or the remaining term of the option or stock appreciation right, if less. Any unvested stock award, stock unit award, or other stock-based award held by a non-employee director at the time of termination from membership on our Board for a reason other than disability or death will immediately be cancelled and forfeited.
•Upon termination from membership on our Board by a non-employee director due to disability or death will result in full vesting of any outstanding option or stock appreciation rights and vesting of a prorated portion of any stock award, stock unit award, or other stock based award based upon the full months of the applicable performance period, vesting period, or other period of restriction elapsed as of the end of the month in which the termination from membership on our Board by a non-employee director due to disability or death occurs over the total number of months in such period. Any option or stock appreciation right that vests upon disability or death will remain exercisable for one year thereafter, or the remaining term of the option or stock appreciation right, if less. In the case of any stock award, stock unit award, or other stock-based award that vests on the basis of attainment of performance criteria (as defined in the 2024 Plan), the pro rata vested amount will be based upon the target award.
•Upon termination of employment due to disability or death, any option or stock appreciation right held by an employee will, if not already fully vested, become fully vested and exercisable as of the effective date of such termination of employment due to disability or death, or, in either case, the remaining term of the option or stock appreciation right, if less. Termination of employment due to disability or death shall result in vesting of a prorated portion of any stock award, stock unit award, or other stock based award based upon the full months of the applicable performance period, vesting period, or other period of restriction elapsed as of the end of the month in which the termination of employment due to disability or death occurs over the total number of months in such period. In the case of any stock award, stock unit award, or other stock-based award that vests on the basis of attainment of performance criteria, the pro-rata vested amount will be based upon the target award.
•Any option or stock appreciation right held by an awardee at retirement that occurs at least one year after the grant date of the option or stock appreciation right will remain outstanding for the remaining term of the option or stock appreciation right and continue to vest; any stock award, stock unit award, or other stock based award held by an awardee at retirement that occurs at least one year after the grant date of the award shall also continue to vest and remain outstanding for the remainder of the term of the award.
FOR the ratification and approval of the issuance of 150,000 shares of the Company’s common stock to its President.
General
The purpose of this Proposal No. 3 is to ratify and approve our Compensation Committee’s grant of 150,000 shares of Common Stock to our President.Our Compensation Committee determined in its reasonable judgment that those shares should be granted based upon our President’s performance during our transition from a biotechnology-based company at the end of our 2023fiscal year into our current status as a fintech that provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets.Further, we recently announced our strategic plan to separate into two distinct companies – fintech and biotechnology.Following consummation of this plan, we will separate our Fintech and Biotech businesses, with ALT5 continuing as a leading fintech organization post-separation.The Biotech segment will emerge as Alyea Therapeutics Corporation, an independent firm that will be dedicated to developing non-addictive pain management therapies.
Required Vote
Assuming that a quorum is present, the affirmative vote of the holders of a majority in voting power of the shares of our Common Stock and shares of Series A-1 Preferred Stock and Series S Preferred Stock that are present in person or by proxy and entitled or required to vote on Proposal No. 3 will be necessary to approve the ratification of the award as disclosed in this Proxy Statement.Abstentions and broker non-votes will have the effect of a vote against Proposal No. 3.
Our Board recommends that you vote “FOR” the ratification and approval of the issuance of 150,000 shares of our Common Stock to our President.
2022年8月，SEC修改其規則，要求公司披露反映公司執行長實際支付的薪酬與公司財務表現之間關係的信息。根據新的SEC規則，下表指明支付給公司首席執行長托尼·艾薩克以及公司其他兩名最近兩個財政年度的執行長（簡稱NEO）的執行長薪酬，以及公司最近兩個財政年度的財務表現指標。計算“實際支付給PEO的薪酬”[第4列]和“實際支付給非PEO NEOs的平均薪酬”[第6列]的方法，包括有關從“總補償表”總額中扣除和增加的金額的細節，以確定所呈現的實際支付薪酬的數值，均在表的註腳中提供。就績效指標而言，該表包含公司的累計總股東回報率（TSR）和凈利潤，如公司審計的基本報表所述。此外，在Pay vs Performance表中提到的期間內，以下是執行長實際支付的薪酬與公司累計TSR和凈利潤之間的關係描述。PEO在上述公司最近兩個完成的財政年度中，《SEC》採納了對其規則的修訂，要求公司披露實際支付的執行董事薪酬與公司財務表現之間關係的信息。根據新的《SEC》規則，下表指明了支付給Tony Isaac，公司的首席執行官（PEO），“其他NEO”兩名在公司最近兩個完成的財政年度中所支付的執行董事薪酬，以及公司的財務表現指標。計算“實際支付給PEO的薪酬”[第4列]以及“實際支付給非PEO NEOs的平均薪酬”[第6列]的方法，包括有關從Summary Compensation Table總額中扣除和增加的金額以確定用於實際支付的值的細節，都在表格的註腳中提供。關於績效指標，這份表格包括了公司的累積總股東回報率（TSR）和凈利潤，這些數值都是根據公司審計的基本報表所得出。此外，以下是在Pay vs Performance表中所指出的期間內執行董事實際支付的薪酬與公司累計TSR和凈利潤之間關係的描述。
•選項。期權可以是激勵股票期權（」ISO」) 特別指定為遵守《稅務守則》第 422 條或非合格的股票期權（」非營運機構」)。期權將按管理員決定，但有關 ISO 的最長期限和一年內可能獲得的 ISO 最高價值的某些法定限制。根據 ISO 規定的每股股份的行使價將等於或大於 ISO 授出當日股份的公平市值，除非 ISO 授予擁有超過 10％ 的持有本公平股份的股東的情況下，執行價格將等於或大於授予當日股份公平市值的 110%。每股持有 NSO 的行使價由本公司董事會在授出時決定，但將等於或大於授予當日股份的公平市值。期權的收款人在行使該獎勵並發行或製作證明該等股份之證明該等股份之股份之股份之後，作為股東的股東並不具有權利。
(II) 160億3規則為了使本協議的交易合乎《證券交易法》下制定的第160億3條規定的豁免情況，將由整個董事會或履行160億3條款下“非僱員董事”一詞所指的二名或更多董事組成的委員會進行任命。160億3規則為了使本協議的交易合乎《證券交易法》下制定的第160億3條規定的豁免情況，將由整個董事會或履行160億3條款下“非僱員董事”一詞所指的二名或更多董事組成的委員會進行任命。
10. 股票升值權。 A “股權升值權”或“港幣‘股票升值權’是指授予受獎人在行使時有權利收取現金或股份（由管理員確定），其價值等於或基於（a）行使時指定股份的公平市值減去（b）權利的總行使價，該行使價由管理員在授予日期確定。根據計劃，所有股票升值權應按照與期權相同的條款和條件予以授予，如計劃第8條所述。股票升值權可單獨授予受獎人（“獨立授予”）或與計劃下授予的其他獎勵附加或并行授予，並且可以但不必與在計劃第8條下授予的特定期權有關。然而，與期權并行授予的任何股票升值權可于與該期權同時授予，或在該期權行使或到期之前的任何時候授予，並且應基於授予日期一股份的公平市值，或者如適用，基於提供股票升值權的授予日期或在期權的授予日期之後但在期權行使或到期之前授予的股票升值權（符合《稅務法》第409A條的要求）。除計劃第8條的規定外，管理員可對任何股票升值權施加其他條件或限制，以便視情況決定。
