DEF 14A of Ondas Inc., Oct 18, 2024

DEF 14A of Ondas Inc.

Filed Oct 18, 2024 · FY20230001213900-24-088990

Open on EDGAR

  1. Directors

    Directors Below are the names of and certain information regarding our directors:

  2. Directors

    | Name | Age | Position | | Eric A. Brock | 54 | Chairman, President and Chief Executive Officer | | Richard M. Cohen | 73 | Director | | Joseph Popolo | 57 | Director | | Randall P. Seidl | 61 | Director | | Jaspreet Sood | 51 | Director |

  3. Directors

    Eric A. Brock — Chairman of the Board, President and Chief Executive Officer Mr. Brock was appointed as one of our directors and as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on June 28, 2018. On September 28, 2018, following the completion of the reverse acquisition transaction to acquire Ondas Networks Inc., he was appointed Chairman of the Board and resigned from the positions of President, Chief Financial Officer, Secretary and Treasurer. Mr. Brock was re-appointed as our President on June 9, 2023. Mr. Brock also serves as Chairman of the Board and Chief Executive Officer of Ondas Networks Inc. since September 28, 2018, Chairman of the Board and President of Ondas Autonomous Systems Inc. (“OAS”), since December 7, 2023, Chairman of the Board of American Robotics, Inc. since August 5, 2021, Secretary of American Robotics, Inc. since November 9, 2023, and Chairman of the Board of Airobotics Ltd. since January 23, 2023. Mr. Brock served as Chief Executive Officer of American Robotics, Inc. from June 9, 2023 to October 11, 2023. Mr. Brock is an entrepreneur with over 20 years of global banking and investing experience. He served as a founding Partner and Portfolio Manager with Clough Capital Partners, a Boston-based investment firm, from 2000 to 2017. Prior to Clough, Mr. Brock was an investment banker at Bear, Stearns & Co. and an accountant at Ernst & Young, LLP. Mr. Brock holds an MBA from the University of Chicago and a BS from Boston College. Our Board believes that Mr. Brock’s experience in the public markets makes him well qualified to serve on our Board.

  4. Non-Management Directors

    Non-Management Directors Richard M. Cohen — Director Mr. Cohen was appointed as one of our directors on September 28, 2018. Previously, he had served as a member of the Board of Ondas Networks Inc. from April 2016 to September 2018. He has been the President of Richard M Cohen Consultants since 1995, a company providing financial consulting services to both public and private companies. He has served as a director of Great Elm Capital Corp. (NASDAQ: GECC) since March 2022 and Direct Digital Holdings, Inc. (NASDAQ: DRCT) since November 2021. From February 2022 to October 2022, he served as a member of the Board of Directors of Smart For Life, Inc. (NASDAQ: SMFL). From March 2012 to July 2015, he was the Founder and Managing Partner of Chord Advisors, a firm providing outsourced CFO services to both public and private companies. From May 2012 to August 2013, he was the Interim CEO and member of the Board of Directors of CorMedix Inc. (NYSE: CRMD). From July 2008 to August 2012, Mr. Cohen was a member of the Audit Committee of Rodman and Renshaw, an investment banking firm. From July 2001 to August 2012, he was a partner with Novation Capital until its sale to a private equity firm. Mr. Cohen holds a BS with honors from the University of Pennsylvania (Wharton), an MBA from Stanford University and a CPA from New York State (currently inactive). He is considered an expert to Chair the Audit Committee of a publicly traded company. We believe that Mr. Cohen’s educational background and financial experience supporting publicly traded companies including as a CEO and Board member of a public traded company on the New York Stock Exchange makes him well qualified to serve on our Board. Joseph Popolo — Director Mr. Popolo was appointed as one of our directors on March 27, 2024. Mr. Popolo, serves as the Chief Executive Officer of Charles & Potomac Capital, LLC, a private investment firm he founded in 2014 to focus on investments in technology, healthcare, media, energy, and real estate. From 1997 to 2019, Mr. Popolo helped transform the Freeman Company (“Freeman”) into the world’s leading live event and brand experience company. As its President for eight years and CEO for 11 years, he and his team transformed Freeman and tripled it in size to $3 billion in revenue, expanding Freeman into new services and geographic markets, while leading 7,500 employees in 25 cities on four continents. Responsible for over $1.5 billion in M&A activity over his career, in 2019, Mr. Popolo led the team that marketed and sold Freeman’s Encore Event Technology subsidiary to Blackstone, creating the world’s largest-venue-based audio-visual company. Currently, Mr. Popolo is Chairman of the board of Pinnacle Live, LLC and a board member of Ondas Networks Inc., and sits on the advisory boards of the Jordan Edmiston Group Inc., Samesurf Inc., and Advisory Research Inc. Our Board believes that Mr. Popolo’s experience in the senior leadership positions, board experience and M&A experience makes him well qualified to serve on our Board. Randall P. Seidl — Director Mr. Seidl was appointed as one of our directors on November 16, 2020. In September 2020, he founded and continues to serve as Chief Executive Officer of Sales Community, a sales social network with a mission to add value to technology sales professionals. In 2016, he founded and continues to serve as Chief Executive Officer of Top Talent Recruiting, a boutique contingency-based recruiting business. In 2013, he founded and continues to serve as Chief Executive Officer of Revenue Acceleration to help tech companies accelerate revenue growth. From 2009 to 2013, Mr. Seidl served as Sr. Vice President/General Manager of Hewlett Packard’s Americas and U.S. Enterprise Group. From 2006 to 2009, he served as Sr. Vice President/General Manager of Sun Microsystems’ North America business and as Vice President/General Manager for its Financial Services Area. From 2004 to 2006, he served as Vice President/General Manager of East Region at StorageTek. From 2003 to 2004, he served as Chief Executive Officer and director at Permabit, from 2000 to 2003 was co-founder and Executive Vice President of GiantLoop, and from 1996 to 1999 was Chairman and Chief Executive Officer of Workgroup Solutions. He began his career at EMC Corporation, holding various positions including Vice President of Open Systems Sales for North America from 1985 to 1996. Since 2015, Mr. Seidl has served as director of Data Dynamics, a privately held company, a leader in intelligent file management solutions. Since 2014, he has served as director of Cloudgenera, a privately held company, a leading supplier of vendor agnostic IT analytics that arm organizations with the business cases needed to optimize technology spend. He previously served as director of Datawatch Corporation (2015-2018, Nasdaq: DWCH, acquired by Altair). He continues to serve on the advisory boards or consults with DataRobot, Trilio, WekalO, ISG, CXO Nexus, Corent, DecisionLink, Dooly, Sendoso, Emissary, and CaptivateIQ. Mr. Seidl is a graduate of Boston College’s Carroll School of Management. Mr. Seidl serves as a trustee on Boston College’s Board of Trustees, on the Board of Trustees of St. Sebastian’s School, and is active with other charities. We believe Mr. Seidl’s experience in senior leadership positions at private/public technology companies and his private/public board experience makes him well-qualified to serve on our board of directors. Jaspreet (Jas) Sood — Director Ms. Sood was appointed as one of our directors on January 19, 2021. Ms. Sood is a seasoned executive who has strategic expertise in the areas of sales, product management, P&L management, operational transformation and go to market strategies. Since August 2021, Ms. Sood serves as Senior Vice President of Sales — US Enterprise and Healthcare for Palo Alto Networks (NYSE: PANW). Prior to joining Palo Alto Networks, Ms. Sood held a variety of executive level positions with Hewlett Packard Enterprise (NYSE: HPE) and its predecessor companies in the areas of business operations, strategy, product management, and finance. Ms. Sood was employed by Hewlett Packard Enterprise and its predecessor companies for twenty-five years. Ms. Sood holds an MBA with an emphasis in Technology Management from Pepperdine University and a bachelor’s degree in Economics from the University of California, Irvine. In 2018, 2019, 2020, 2021, 2022 and 2023 she was honored as a “CRN Power 100 Woman of the Channel” and is routinely featured as a guest speaker at various technology industry events. We believe Ms. Sood’s business experience makes her well qualified to serve on our board of directors.

  5. Board Matrix

    Board Matrix The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our director nominees bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details on each director nominee’s experiences, qualifications, skills, and attributes are set forth in their biographies:

  6. Board Matrix

    | (As of October 17, 2024) | | | | | | | | Eric Brock | Richard Cohen | Joseph Popolo | Randall Seidl | Jaspreet Sood | | Skills and Experience | | | | | | | Executive Leadership | • | • | • | • | • | | Industry Experience | • | | | | | | Financial and Accounting | • | • | • | • | • | | Strategy and Innovation | • | • | • | • | • | | Cybersecurity | | | | | • | | Risk Management | • | • | • | • | • | | Law | | | | | | | Tenure and Independence | | | | | | | Tenure (years) | 6 | 6 | 0 | 3 | 3 | | Independence | | • | • | • | • | | Demographics | | | | | | | Age | 54 | 73 | 57 | 61 | 51 | | Gender Identity | M | M | M | M | F | | African American or Black | | | | | | | Alaskan Native or Native American | | | | | | | Asian | | | | | • | | Hispanic or Latinx | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | White | • | • | • | • | | | LGBTQ+ | | | | | |

  7. Board Matrix

    The vote required to elect our five directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified, is a plurality of the votes cast. The Board recommends that you vote “FOR” the election of each of the director nominees.

  8. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  9. Board of Directors

    Board of Directors The business and affairs of the Company are managed by or under the direction of the Board. The Board is currently composed of five members. The Board has not appointed a lead independent director; instead, the presiding director for each executive session is rotated among the Chairs of the committees of our Board. The Board held 12 meetings and took 10 actions by unanimous written consent during the year ended December 31, 2023. In 2023, each person serving as a director, except Ms. Sood, attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served. Our directors are expected to attend our Annual Meeting of Stockholders. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman of the Board in advance of the Annual Meeting. All of our directors then serving attended the 2023 Annual Meeting of Stockholders.

  10. Executive and Director Compensation

    Executive and Director Compensation Summary Compensation Table The following table provides the compensation earned by our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended December 31, 2023 and 2022.

  11. Executive and Director Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Eric A. Brock(1) | 2023 | $200,000 | $— | $— | $— | $— | $— | $22,318 | $222,318 | | (CEO) | 2022 | $200,000 | $— | $— | $— | $— | $— | $28,451 | $228,451 | | Yishay Curelaru(2) | 2023 | $171,181 | $55,025 | $— | $288,750 | $— | $— | $72,113 | $587,069 | | (Former CFO, Treasurer and Secretary) | | | | | | | | | | | Derek Reisfield(3) | 2023 | $143,205 | $— | $71,411 | $— | $— | $— | $108,956 | $323,572 | | (Former CFO, Treasurer and Secretary) | 2022 | $200,000 | $— | $— | $332,800 | $— | $— | $37,847 | $570,287 | | Reese Mozer(4) | 2023 | $97,500 | $— | $— | $51,500 | $— | $— | $1,646 | $150,646 | | (Former President) | | | | | | | | | |

  12. Executive and Director Compensation

    ____________ (1) Mr. Brock’s All Other Compensation for 2023 and 2022 includes health insurance premiums paid on Mr. Brock’s behalf. (2) Mr. Curelaru served as Chief Financial Officer, Treasurer and Secretary of the Company from September 19, 2023 to June 21, 2024. All Other Compensation for 2023 includes post-employment benefits paid on Mr. Curelaru’s behalf totaling $42,727 and other fringe benefits totaling $29,386. (3) Mr. Reisfield served as President, Chief Financial Officer, Treasurer and Secretary of the Company from December 10, 2021 to February 9, 2023 and continued to serve as Chief Financial Officer, Treasurer and Secretary of the Company until September 18, 2023. Of the $71,411 of Stock Awards in 2023, Mr. Reisfield forfeited $57,129 due to his termination. Of the $332,800 of Option Awards in 2022, Mr. Reisfield forfeited $166,400 due to his termination. All Other Compensation for 2023 includes severance totaling $56,923, accrued vacation payout totaling $22,713, health insurance premiums paid on Mr. Reisfield’s behalf totaling $21,820 and employer matching of 401(k) totaling $7,500. All Other Compensation for 2022 includes health insurance premiums paid on Mr. Reisfield’s behalf totaling $27,487 and employer matching of 401(k) totaling $10,000. (4) Mr. Mozer served as President of the Company from February 9, 2023 to June 8, 2023. Due to his resignation, Mr. Mozer forfeited all $51,500 of Option Awards in 2023. All Other Compensation for 2023 includes health insurance premiums paid on Mr. Mozer’s behalf totaling $1,646. Outstanding Equity Awards at Fiscal Year End The following table provides the outstanding equity awards for our principal executive officer and other executive officers as of the year ended December 31, 2023.

  13. Executive and Director Compensation

    | | Option Awards | | | | | | | Name and Principal Position | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | | Eric A. Brock(1) | — | — | — | — | — | — | | (CEO) | | | | | | | | Yishay Curelaru(2) | 11/21/2018 | 349 | — | — | $0.4356 | 11/21/2028 | | (Former CFO, Treasurer and Secretary) | 07/26/2020 | 6,565 | — | — | $0.4356 | 07/26/2030 | | | 01/25/2021 | 28,915 | — | — | $0.4356 | 05/07/2030 | | | 09/13/2021 | 17,614 | — | — | $0.4356 | 09/13/2031 | | | 09/13/2021 | 14,510 | 11,285(3) | — | $21.9984 | 09/13/2031 | | | 09/13/2021 | 29,020 | 22,571(4) | — | $10.9992 | 09/13/2031 | | | 03/16/2021 | — | 375,000(5) | — | $1.46 | 03/16/2033 | | Derek Reisfield | 01/25/2021 | 30,000 | — | — | $12.72 | 01/25/2031 | | (Former CFO, Treasurer and Secretary) | 02/07/2022 | 80,000(6) | | — | $4.78 | 02/07/2032 | | Reese Mozer (Former President) | 02/07/2022 | 50,000(7) | | — | $4.78 | 02/07/2032 |

  14. Executive and Director Compensation

    ____________ (1) As of December 31, 2023, Mr. Brock had no outstanding equity awards. (2) Mr. Curelaru served as Chief Financial Officer, Treasurer and Secretary of the Company from September 19, 2023 to June 21, 2024. (3) The stock option vests in sixteen equal quarterly installments with the first vesting date commencing on December 13, 2021. (4) The stock option vests in sixteen equal quarterly installments with the first vesting date commencing on December 13, 2021. (5) The stock option vests (i) 25% on March 16, 2024 and (ii) the remaining 75% in thirty-six equal monthly installments thereafter. (6) The stock option vested in two successive equal annual installments with the first vesting date commencing on the first anniversary of the grant date. Due to Mr. Reisfield’s service as Chief Financial Officer, Treasurer and Secretary of the Company ended on September 18, 2023, the remaining unvested 80,000 shares underlying the stock option were forfeited. (7) The stock option vested in two successive equal annual installments with the first vesting date commencing on the first anniversary of the grant date. Due to Mr. Mozer’s service as President of the Company ended on June 8, 2023, the remaining unvested 50,000 shares underlying the stock option were forfeited. Employment Agreements with Executive Officers Eric Brock Eric Brock serves as our Chief Executive Officer pursuant to an employment agreement entered into on September 28, 2018 (the “Brock Agreement”). The Brock Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Brock agreement, Mr. Brock will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Brock is eligible to participate in benefit plans generally available to our employees. During 2020, in response to COVID-19 employee furloughs, Mr. Brock accepted a pay reduction of 90% for the period from March 21 to May 19, 2020 and a 35% pay reduction from May 20 to December 15, 2020. Mr. Brock’s salary was returned to 100% effective December 16, 2020. As part of the terms of the Brock Agreement, Mr. Brock entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreement”). As part of the Supplemental Agreement, Mr. Brock agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreement) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreement), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreement) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment. Mr. Brock is entitled to severance compensation from the Company if his employment is terminated (i) without cause or (ii) due to “constructive termination” or (iii) due to disability, with these causes of termination being defined in the Brock Agreement. The severance compensation would consist of (i) accrued and vested benefits, and (ii) continued payment of the executive base salary and benefits as follows: (i) for a period of six (6) months following Mr. Brock’s separation. Yishay Curelaru Yishay Curelaru served as our Chief Financial Officer, Treasurer and Secretary from September 18, 2023 to June 21, 2024 pursuant to an employment agreement entered into on November 28, 2017 by and between Mr. Curelaru and Airobotics, as amended on February 15, 2023 and September 27, 2023 (the “Curelaru Agreement”). The Curelaru Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Curelaru Agreement, Mr. Curelaru will receive an initial salary of NIS 720,000 (approximately $188,981 USD) per annum and a limit on the education fund of Mr. Curelaru’s gross salary amount, subject to annual review by our Board. Mr. Curelaru is eligible to participate in benefit plans generally available to our employees. Mr. Curelaru is entitled to severance compensation from the Company if his employment is terminated (i) without cause or (ii) due to “constructive termination” or (iii) due to disability, with these causes of termination being defined in the Curelaru Agreement. The severance compensation would consist of continued payment of the executive base salary and benefits as follows: (i) for a period of six (6) months following Mr. Curelaru’s separation. If Mr. Curelaru is eligible to receive disability payments pursuant to a disability insurance policy paid for by Airobotics, Mr. Curelaru shall assign such benefits to Airobotics for all periods as to which Mr. Curelaru is receiving payment under Curelaru Agreement. Derek Reisfield Derek Reisfield served as our Chief Financial Officer, Secretary and Treasurer from December 10, 2021 to September 18, 2023 pursuant to an employment agreement entered into on December 10, 2021 (the “Reisfield Agreement”). The Reisfield Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Reisfield Agreement, Mr. Reisfield will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Reisfield is eligible to participate in benefit plans generally available to our employees. As part of the terms of the Reisfield Agreement, Mr. Reisfield entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreement”). As part of the Supplemental Agreement, Mr. Reisfield agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreement) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreement), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreement) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment. Mr. Reisfield’s service as the Company’s Chief Financial Officer, Treasurer and Secretary ended on September 18, 2023. Mr. Reisfield received severance compensation of (i) accrued and vested benefits, and (ii) continued payment of the his base salary and benefits for six (6) months following Mr. Reisfield’s separation. Reese Mozer Reese Mozer served as our President from February 9, 2023 to June 8, 2023 pursuant to an employment agreement entered into on August 5, 2021 (the “Mozer Agreement”). The Mozer Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Mozer Agreement, Mr. Mozer will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Mozer is eligible to participate in benefit plans generally available to our employees. As part of the terms of the Mozer Agreement, Mr. Mozer entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreement”). As part of the Supplemental Agreement, Mr. Mozer agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreement) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreement), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreement) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment.

  15. Executive and Director Compensation

    Mr. Mozer’s service as the Company’s President ended on June 8, 2023. In connection with Mr. Mozer’s resignation, the Company and Mr. Mozer entered into a Separation and General Release Agreement, dated June 8, 2023 (the “Release Agreement”). Pursuant to the Release Agreement, among other things, the Company waived and agreed not to enforce the non-competition covenant contained in the Supplemental Agreement, to the extent it restricts Mr. Mozer from engaging in the long range cargo drones business and permitted the vesting of 275,000 of the remaining 550,000 unvested restricted stock units held by Mr. Mozer pursuant to the Restricted Stock Unit Agreement, dated August 5, 2021, and includes a general release of claims by Mr. Mozer and a limited release of claims by the Company. Director Compensation On January 25, 2021, the Compensation Committee (the “Compensation Committee”) of the Board approved the Director Compensation Policy (the “Policy”). The Policy is applicable to all directors that are not employees or compensated consultants of the Company. Pursuant to the Policy, the cash compensation to non-employee directors will be the following: (i) quarterly board retainer — $2,500; (ii) additional Board Chair retainer — $2,000; (iii) additional Audit Committee Chair retainer — $2,000; (iv) additional Compensation Committee Chair retainer — $2,000; and (v) additional Nominating Committee Chair retainer — $1,000. Also, pursuant to the Policy, the annual equity award to non-employee directors will be restricted stock units representing $60,000. Also, pursuant to the Policy, non-employee directors will be reimbursed for reasonable out-of-pocket business expenses incurred in connection with business related to the Board.

  16. Executive and Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock awards ($)(1) | Option awards ($)(1) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Thomas V. Bushey(2) | 10,000 | — | — | — | — | — | 10,000 | | Richard M. Cohen | 22,000 | 157,894 | — | — | — | — | 179,894 | | Randall P. Seidl | 18,000 | 157,894 | — | — | — | — | 175,894 | | Richard H. Silverman(2) | 10,000 | — | — | — | — | — | 10,000 | | Jaspreet Sood | 10,000 | 157,894 | — | — | — | — | 167,894 |

  17. Executive and Director Compensation

    (1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 10 of the accompanying Consolidated Financial Statements. (2) Messrs. Bushey and Silverman retired from the Board and did not stand for re-election at the 2023 Annual Meeting of Stockholders.

  18. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  19. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following relationship between executive compensation and our Company’s financial performance information is provided in accordance with the requirements of Item 402(v) of Regulation S-K (the “Regulation”). The table below summarizes compensation values as previously reported in our “Executive Compensation-Summary Compensation Table”, as well as the adjusted values required and calculated based on the Regulation for our fiscal years ended December 31, 2023, 2022 and 2021.

  20. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO(1)(3) | Compensation Actually Paid to PEO(4) | Average Summary Compensation Table Total for Non-PEO NEO(2)(3) | Average Compensation Actually Paid to Non-PEO NEO(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Loss(6) | | 2023 | $222,318 | $222,318 | $353,762 | $148,748 | $16.40 | $(44,844,872) | | 2022 | $228,451 | $228,451 | $570,287 | $283,329 | $17.04 | $(73,241,805) | | 2021 | $230,661 | $230,661 | $336,643 | $336,643 | $71.92 | $(15,023,842) |

  21. Pay Versus Performance Disclosure

    ____________ (1) During the fiscal years 2023, 2022 and 2021, the principal executive officer (the “PEO”) was Eric Brock. (2) During the fiscal year 2023, the Non-PEO Named Executive Officer (“Non-PEO NEO”) was Yishay Curelaru, Derek Reisfield and Reese Mozer. Mr. Curelaru was appointed as an executive officer of the Company on September 19, 2023. Mr. Mozer was appointed as an executive officer of the Company on February 14, 2023. During the fiscal year 2022, the Non-PEO NEO was Derek Reisfield. Mr. Reisfield was appointed as an executive officer of the Company on December 10, 2021. During the fiscal year 2021, the Non-PEO NEO was Stewart Kantor. (3) The Summary Compensation Table Total Table (the “SCT”) represents the total compensation for each corresponding year in the “Total” column of the Executive Compensation — Summary Compensation Table for the PEO and the Non-PEO NEO, as applicable. (4) Compensation Actually Paid (the “CAP”) represents the amount calculated pursuant to the Regulation required adjustments to the reported SCT. For further details see the CAP table below. (5) Total Shareholder Return (“TSR”) illustrates the value, as of the last day of the indicated fiscal year, of a hypothetical investment of $100 in our common stock on December 31, 2020. TSR is calculated by dividing the sum of the cumulative amount of dividends for the fiscal year, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the fiscal year, by our company’s share price at the beginning of the measurement period. (6) Represents the net loss reflected in our consolidated audited financial statements for the applicable year. The following table represents the CAP calculation for the PEO and the NON-PEO NEO pursuant to the Regulation for the years ended December 31, 2023, 2022 and 2021.

  22. Pay Versus Performance Disclosure

    | Named Executive Officer | Fiscal Year | Summary Compensation Table Total | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid | | PEO | 2023 | $222,318 | $— | $— | $222,318 | | | 2022 | $228,451 | $— | $— | $228,451 | | | 2021 | $230,661 | $— | $— | $230,661 | | NON-PEO NEO | 2023 | $353,762 | $(137,220) | $(67,794) | $148,748 | | | 2022 | $570,287 | $(332,800) | $45,842 | $283,329 | | | 2021 | $336,643 | $— | $— | $336,643 |

  23. Pay Versus Performance Disclosure

    (a) The Reported Value of Equity Awards represents the average of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. (b) The Equity Award Adjustments for each applicable year include the average addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  24. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s TSR over the three fiscal year period from 2021 through 2023.

  25. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Net Loss over the three fiscal year period from 2021 through 2023.