DEF 14A of Streamex Corp., Nov 18, 2024

DEF 14A of Streamex Corp.

Filed Nov 18, 2024 · FY20230001493152-24-046504

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | ABOUT THE ANNUAL MEETING | 1 | | PROPOSAL 1: ELECTION OF DIRECTORS | 6 | | CORPORATE GOVERNANCE | 8 | | DIRECTOR COMPENSATION | 14 | | STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 15 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 15 | | EXECUTIVE COMPENSATION | 16 | | PAY VERSUS PERFORMANCE | 25 | | AUDIT COMMITTEE MATTERS | 27 | | PROPOSAL 2: APPROVAL OF A REVERSE STOCK SPLIT | 29 | | PROPOSAL 3: APPROVAL OF THE SECOND AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2023 LONG-TERM INCENTIVE PLAN | 36 | | PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023 | 43 | | OTHER BUSINESS | 44 | | SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS | 44 | | Annex A – Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. | A-1 | | Annex B – Second Amendment to the BioSig Technologies, Inc. 2023 Long-Term Incentive Plan | B-1 | | Annex C – BioSig Technologies, Inc. 2023 Long-Term Incentive Plan | C-1 | | Form of Proxy Card | |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  3. Nominees for Election

    Nominees for Election The Board is currently comprised of five directors, which the Board believes is an appropriate size for a company with its market capitalization. Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following five individuals to serve as directors (collectively, the “Company Nominees”):

  4. Nominees for Election

    | Name | Age | | Anthony Amato | 57 | | Frederick D. Hrkac | 59 | | Christopher A. Baer | 56 | | Donald F. Browne | 74 | | Steven Abelman | 67 |

  5. Nominees for Election

    If elected, respectively, the Company Nominees will serve until our 2025 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Our Board believes that all of our current directors, including the five nominees for election, possess personal and professional integrity, good judgment, a high level of ability and business acumen. The biographies of the Company Nominees are as follows: Anthony Amato. Mr. Amato previously served on the Company’s advisory board from January 2021 until February 2024. Since March 2024, Mr. Amato has served as a consultant to the Company and as chief executive officer, chairman and director of the Company since April 2024. Mr. Amato is a business leader and entrepreneurial thinker with an intuitive ability to rapidly assess challenges and identify growth opportunities. He quickly sees organizational vision and understands goals, taking appropriate ownership and action required to guide the team, achieving aggressive targets and performance levels. Anthony has hands-on executive skills at engaging and influencing key stakeholders to not only grow business, but also to optimize profits. Mr. Amato founded InQuest Science in March 2017 and then acquired Bridge Associates International Pharmaceutical Consulting in March 2020. Mr. Amato’s outstanding interpersonal, business development, team building and management skills makes him an asset to the Company’s board of directors. Frederick D. Hrkac. Mr. Hrkac has served as our director since February 27, 2024. Previously, Mr. Hrkac served as chief financial officer, president and principal executive officer from February 27 2024 to April 30, 2024, and as our director from April 2022 until his resignation on February 20, 2024. Mr. Hrkac has more than 30 years of experience in the medical device industry as an executive and corporate board director. He is currently serves on the board of Serres in Helsinki, Finland since September 2018, and Spineart in Geneva, Switzerland as chairman of the board since August 2017. In 2017, he served as senior vice president corporate development and from 2014-2016 served a senior vice president of global commercial operations of Biosensors International. From 2009-2011, Mr. Hrkac served as Europe, Middle East & Africa president of Boston Scientific where he was responsible for close to $2 billion of sales. From 2005-2009, Mr. Hrkac was an executive of Sorin Group CRM, Paris, France. And, from November 1990-April 2005 he lived in 6 different countries working as an executive for Johnson & Johnson including Biosense Webster, a Johnson & Johnson company having laid the groundwork strategically for the most successful J&J division of the last 20 years with sales growing from a few hundred million dollars to several billion dollars. Mr. Hrkac holds an Honors Bachelor of Business Administration from the Wilfrid Laurier University, Waterloo, Ontario Canada and currently resides in Zagreb, Croatia. Mr. Hrkac brings extensive expertise in global marketing and strategic business development, making him a valuable resource for our Board. Christopher A. Baer. Mr. Baer has served as our director since May 2, 2024. Mr. Baer brings more than 25 years of commercial experience in the medical device space across both large publicly held and smaller privately held organizations. He currently serves as the chief commercial officer at CDL Nuclear Technologies. He started in this role in April 2022 and prior to that from June 2019 to April 2022 he served as the vice president of commercial operations at Impulse Dynamics. He also held several commercial leadership roles in the cardiac rhythm management and electrophysiology space including vice president and general manager at St Jude Medical/Abbott. Mr. Baer holds a pharmacy degree from The University of Pittsburgh. Mr. Baer’s extensive experience in the electrophysiology medical device space makes him a valuable member of our board. Steven E. Abelman. Mr. Abelman has served as our director since May 3, 2024. Mr. Abelman has more than 30 years of commercial litigation experience and currently serves as a shareholder for Brownstein Hyatt Farber Schreck in Denver, CO. Mr. Abelman is a trusted advisor and trial counsel to banks, lending institutions and a variety of organizations and recognized by his peers for his expertise at the intersection of litigation and transactional law. Yearly recognized as a top bankruptcy attorney, Mr. Abelman has been a frequent lecturer on bankruptcy and creditors’ rights topics, and combines sage advice, objective counsel with effective advocacy. The combination of over 30 years of handling loan workouts and dissolutions provide him with unique transactional aptitude for a commercial litigator. He serves as a trusted advisor and trial counsel to many banks and other lending institutions, as well as to businesses of various sizes. Mr. Abelman is especially known for his success in representing creditors in large commercial bankruptcy cases, receiverships, and foreclosures, defending banks in lender liability cases, and representing both debtors and creditors in workout scenarios and distressed asset sales. He also represents parties regarding UCC matters and equipment lessors. Mr. Abelman graduated with a J.D. in 1984 from Whittier College Law School and a B.S. in 1979 from University of Chicago; was admitted to the U.S. Supreme Court, U.S. District Court, District of Colorado in 1984. Mr. Abelman’s extensive legal experience makes him an asset to the Board. Donald F. Browne. Mr. Browne, C.P.A. has served as our director since May 3, 2024. Mr. Browne is a graduate of La Salle College, 1972, with a B.S. in Accounting and later became licensed as a Certified Public Accountant from the State of New Jersey in 1980. Mr. Browne’s career has included being employed as a Divisional Controller of Caddy Corporation of America and a Controller for Full Line Foods, Inc. In 1990, Mr. Browne’s career then transitioned to public accounting, a field in which he launched his own firm (which he continues to run and operate). Mr. Browne specializes in business accounting, including financial and tax reporting for businesses of several different industries and professions; concentrations in Federal and State tax audits. Mr. Browne’s tax and financial expertise makes him a valuable asset to our Board.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee director of our Board during the fiscal year ended December 31, 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period.

  7. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (1) | All Other Compensation ($) (1)(2) | Total ($) | | Donald E. Foley | $- | $52,380(2) | $- | $- | $52,380 | | Patrick J Gallagher | $- | $39,274(3) | $- | $- | $39,274 | | David Weild, IV | $- | $52,380(4) | $- | $- | $52,380 | | James J. Barry PhD | $- | $39,274(5) | $- | $- | $39,274 | | Frederick Hrkac | $- | $52,380(6) | $649,202(7) | $- | $701,588 | | James Klein | $- | $46,591(8) | $- | $- | $46,591 | | Total: | $- | $282,279 | $649,202 | $- | $931,481 |

  8. DIRECTOR COMPENSATION

    | (1) In accordance with SEC rules, this column reflects the aggregate fair value of stock or option awards granted during the fiscal year ended December 31, 2023, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions. | | (2) Represents (i) a common stock award of 1,600 fully vested shares granted March 1, 2023, (ii) a common stock award of 1,754 fully vested shares granted on April 27, 2023 and (iii) a common stock award of 1,600 fully vested shares on August 18, 2023. Mr. Foley resigned as a member of the Company’s board of directors on February 19, 2024. | | (3) Represents (i) a common stock award of 1,200 fully vested shares granted March 1, 2023, (ii) a common stock award of 1,316 fully vested shares granted on May 4, 2023 and (iii) a common stock award of 1,200 fully vested shares on August 31, 2023. Mr. Gallagher resigned as a member of the Company’s board of directors on February 19, 2024. | | (4) Represents (i) a common stock award of 1,600 fully vested shares granted March 1, 2023, (ii) a common stock award of 1,755 fully vested shares granted on April 27, 2023 and (iii) a common stock award of 1,600 fully vested shares on August 18, 2023. Mr. Weild resigned as a member of the Company’s board of directors on February 19, 2024. | | (5) Represents (i) a common stock award of 1,200 fully vested shares granted March 1, 2023, (ii) a common stock award of 1,316 fully vested shares granted on April 27, 2023 and (iii) a common stock award of 1,200 fully vested shares on August 21, 2023. Mr. Gallaher resigned as a member of the Company’s board of directors on February 19, 2024. | | (6) Represents (i) a common stock award of 1,600 fully vested shares granted March 1, 2023, (ii) a common stock award of 1,755 fully vested shares granted on April 27, 2023 and (iii) a common stock award of 1,600 fully vested shares on August 18, 2023. Mr. Hrkac resigned as a member of the Company’s board of directors on February 20, 2024 and rejoined the Company on February 27, 2024 as a director, president and principal executive officer. | | (7) Represents (i) a stock option granted December 28, 2023 for the purchase of 60,000 shares of common stock, vesting monthly over six months at an exercise price of $4.742 per share and termination date of December 28, 2032 and (ii) a restricted stock award for 90,000 shares of common stock with vesting based on market conditions granted December 28, 2023. | | (8) Represents (i) a common stock award of 1,600 fully vested shares granted March 1, 2023, (ii) a common stock award of 1,316 fully vested shares granted on April 27, 2023 and (iii) a common stock award of 1,600 fully vested shares on August 21, 2023. Mr. Klein resigned as a member of the Company’s board of directors on February 20, 2024. |

  9. DIRECTOR COMPENSATION

    Starting in January 2021, directors of the Company are entitled to receive $15,000 per quarter, or $20,000 for committee chair, to attend board meetings in person and $7,500 per quarter if attended telephonically (although this was waived due to pandemic) – compensation in either cash or equity. Starting in April 2024, directors of the Company are entitled to receive $10,000 per quarter.

  10. Summary Compensation Table

    Summary Compensation Table The following table sets forth the names and positions of: (i) each person who served as our principal executive officer during the year ended December 31, 2023; (ii) our most highly compensated executive officers, other than our principal executive officer, who was serving as an executive officer, as determined in accordance with the rules and regulations promulgated by the SEC, as of December 31, 2023, with compensation of $100,000 or more, and (iii) an additional individual for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual was not serving as our executive officer at December 31, 2023 (collectively our “Named Executive Officers”):

  11. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Kenneth L. Londoner, Former Chief Executive Officer, Executive Chairman and Director (21) | 2023 | 854,902(2) | - | 831,908(3) | - | 122,000(4) | 1,808,810 | | | 2022 | 865,667(5) | 125,000(6) | 504,000(7) | - | 177,030(8) | 1,671,697 | | Steven Chaussy, Former Chief Financial Officer (22) | 2023 | 499,550(9) | - | 652,745(10) | - | 13,506(11) | 1,165,801 | | | 2022 | 498,333(12) | 85,000(13) | 252,000(14) | - | 6,000(15) | 841,333 | | Steven Buhaly, Former Chief Financial Officer (23) | 2023 | 69,744 | - | - | 240,130(16) | - | 309,874 | | John R Sieckhaus, Former Chief Operating Officer (24) | 2022 | 277,480 | - | 421,635(17) | - | - | 699,115 | | | 2022 | 219,693 | - | 70,000(18) | 315,862(19) | | 605,555 | | Gray Fleming, Former Chief Commercial Officer (25) | 2023 | 396,400 | - | 431,943(20) | - | - | 828,343 | | | 2022 | 400,000 | - | - | - | - | 400,000 |

  12. Summary Compensation Table

    | (1) In accordance with SEC rules, this column reflects the aggregate fair value of the stock awards or option awards, as applicable, granted during the respective fiscal year computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions. The assumptions made in the valuation of the share-based payments are contained in Notes 9 and 10 to our financial statements for the fiscal year ended December 31, 2023 in this annual report. | | (2) Represents (i) salary of $679,902 from Company and (ii) salary of $175,000 from ViralClear. | | (3) Represents (i) a common stock award of 57,600 fully vested shares granted on May 8, 2023 and (ii) a common stock award of 21,970 fully vested shares granted November 30, 2023. | | (4) Represents (i) director fees of $80,000 from company; (ii) director fees of $30,000 from ViralClear, (iii) $12,000 auto allowance in lieu for reimbursement of mileage. | | (5) Represents (i) salary of $690,667 from Company and (ii) salary of $175,000 from ViralClear. | | (6) Represents bonus of $125,000 from ViralClear. | | (7) Represents a common stock award of 40,000 fully vested shares granted on April 5, 2022. | | (8) Represents (i) director fees of $60,000 from company; (ii) director fees of $105,030 from ViralClear, (iii) $12,000 auto allowance in lieu for reimbursement of mileage. | | (9) Represents (i) salary of $399,550 from Company and (ii) salary of $100,000 from ViralClear. | | (10) Represents (i) a common stock award of 20,000 fully vested shares granted February 10, 2023 (ii) a common stock award of 35,000 fully vested shares granted on May 8, 2023 and (iii) a common stock award of 13,060 fully vested shares granted November 30, 2023. | | (11) Represents (i) $6,000 auto allowance in lieu for reimbursement of mileage and (ii) $7,506 medical insurance reimbursement in lieu of Company provided plan. | | (12) Represents (i) salary of $398,333 from Company and (ii) salary of $100,000 from ViralClear. | | (13) Represents bonus of $85,000 from ViralClear | | (14) Represents a common stock award of 20,000 fully vested shares granted April 5, 2022. | | (15) Represents an auto allowance in lieu of reimbursement for mileage. | | (16) Represents a stock option granted February 16, 2023 for the purchase of 25,000 shares of common stock, vesting quarterly over one year at an exercise price of $12.50 and termination date of February 16, 2033. | | (17) Represents (i) a common stock award of 29,562 fully vested shares granted on May 8, 2023 and (ii) a common stock award of 9,230 fully vested shares granted November 30, 2023. | | (18) Represents a common stock award of 5,000 fully vested shares granted March 21, 2022 | | (19) Represents a stock option granted March 30, 2022 for the purchase of 35,000 shares of common stock, vesting 1/3 on one year anniversary and remainder quarterly over the next two years at an exercise price of $1.30 and termination date of March 30, 2032 | | (20) Represents (i) a common stock award of 29,562 fully vested shares granted on May 8, 2023 and (ii) a common stock award of 13,190 fully vested shares granted November 30, 2023. | | (21) Mr. Londoner served as our Executive Chairman and Director through the entirety of our last two fiscal years. Mr. Londoner has served as our Chief Executive Officer since July 31, 2017. On February 27, 2024, Mr. Londoner resigned his positions as director, executive chairman and chief executive officer of the Company and subsidiaries. | | (22) Mr. Chaussy served as served as our Chief Financial Officer since January 1, 2018 until his retirement as Chief Financial Officer on February 6, 2023. |

  13. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding equity awards that have been previously awarded to each of the named executive officers and which remained outstanding as of December 31, 2023.

  14. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares of Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Kenneth | 10,000(1) | - | $46.60 | 4/14/2030 | - | $- | - | $- | | Londoner | 7,500(1) | - | $24.40 | 12/28/2031 | - | $- | - | $- | | Steve | 25,000(2) | - | $12.50 | 2/16/2033 | - | $- | - | $- | | Buhaly | | | | | | | | | | John | 17,498(3) | 17,502(3) | $13.00 | 3/30/2032 | - | $- | - | $- | | Sieckhaus | | | | | | | | | | Gray | 23,330(4) | 11,670 | $25.80 | 12/15/2031 | - | $- | - | $- | | Fleming | | | | | | | | |

  15. Outstanding Equity Awards at Fiscal Year-End

    (1) Each of these options vested immediately (2) Each of these options vested quarterly over on year. (3) Each of these options vest 1/3 on first anniversary and remainder quarterly over the next two years (4) Each of these options vest 1/3 on first anniversary and remainder quarterly over the next two years On December 27, 2022 (the “Effective Date”), our board of directors adopted the BioSig Technologies, Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”), which provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance awards, dividend equivalent rights, other awards, performance goals, and tandem awards which may be granted singly or in combination, or in tandem, and that may be paid in cash, shares of our Common Stock, or other consideration, or any combination thereof, to employees, directors and consultants, to be granted from time to time as determined by our board of directors or its designees. Our stockholders approved the 2023 Plan on February 7, 2023. On December 18, 2023, our stockholders approved an increase to the total number of shares of Common Stock authorized for issuance under the 2023 Plan by 3,500,000, to a total of 8,765,945 shares. An aggregate of 876,595 shares of Common Stock are reserved for issuance under the 2023 Plan, and, as of November 5, 2024, there are 15,718 shares remaining available for future issuance of awards under the 2023 Plan. As of November 5, 2024, the number of shares issuable upon exercise of outstanding options and underlying restricted stock awards granted under the 2023 Plan was 206,198. The 2023 Plan will terminate on the tenth anniversary of the Effective Date, unless earlier terminated by our Board. For description of the 2023 Plan, see “Proposal 2: Approval of the Second Amendment to the BioSig Technologies, Inc. 2023 Long-Term Incentive Plan.”

  16. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth compensation information for our principal executive officer (“PEO”), and our other named executive officers (“NEOs”), for purposes of comparing their compensation to the value of our shareholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2023, 2022 and 2021.

  17. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Income | | 2023 | $1,808,810 | $1,808,810 | $737,838 | $463,972 | $12.32 | $(29,050,000) | | 2022 | $1,671,697 | $1,671,697 | $723,444 | $657,748 | $11.29 | $(27,271,000) | | 2021 | $2,355,014 | $2,355,014 | $1,209,500 | $1,209,500 | $55.93 | $(31,926,000) |

  18. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported are the amounts of total compensation reported for our former PEO, Kenneth L. Londoner, in the Summary Compensation Table for fiscal years 2023 and 2022. | | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Londoner during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information. | | (3) The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Steve Chaussy for fiscal years 2023 and 2022 and John Sieckhaus for fiscal year 2023. Mr. Chaussy served as the Company’s Chief Financial Officer from January 1, 2018 to February 6, 2023. Mr. Sieckhaus has served as the Company’s Chief Operating Officer since March 21, 2022. | | (4) The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO in the Summary Compensation Table for fiscal years 2023 and 2022, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. | | (5) Assumes an investment of $100 for the period starting on December 31, 2021 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on The Nasdaq Capital Market, as applicable, on the following trading days were: (i) $2.31 on December 31, 2021; (ii) $0.42 on December 30, 2022; and (iii) $4.75 on December 29, 2023. |

  19. PAY VERSUS PERFORMANCE

    To calculate the amounts in the “Compensation Actually Paid to PEO” column in the table above, the following amounts were deducted from and added to (as applicable) our PEO’s “Total” compensation as reported in the Summary Compensation Table:

  20. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards for PEO(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Compensation Actually Paid to PEO | | 2023 | $1,808,810 | $(831,908) | $0 | $0 | $831,908 | $0 | $1,808,810 | | 2022 | $1,671,697 | $(504,000) | $0 | $0 | $504,000 | $0 | $1,671,697 | | 2021 | $2,355,014 | $(1,316,633) | $0 | $0 | $1,316,633 | $0 | $2,355,014 |

  21. PAY VERSUS PERFORMANCE

    | (1) Represents the grant date fair value of the equity awards to our PEO, as reported in the Summary Compensation Table. |

  22. PAY VERSUS PERFORMANCE

    To calculate the amounts in the “Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-PEO NEOs as reported in the Summary Compensation Table:

  23. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Non-PEO NEOs | Reported Value of Equity Awards for Non- PEO NEOs(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,475,675 | $(892,875) | $0 | $0 | 892,875 | $0 | $1,475,675 | | 2022 | $723,444 | $(318,931) | $92,235 | $0 | $161,000 | $0 | $657,748 | | 2021 | $1,209,500 | $(598,500) | $0 | $0 | $598,500 | $0 | $1,209,500 |

  24. PAY VERSUS PERFORMANCE

    | (1) Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table. |

  25. Effects of the Reverse Stock Split on Outstanding Equity Awards and Warrants to Purchase Common Stock

    Effects of the Reverse Stock Split on Outstanding Equity Awards and Warrants to Purchase Common Stock If the Reverse Stock Split is effected, all outstanding options entitling their holders to purchase shares of our Common Stock, as well as any other equity awards granted pursuant to, or available under, the 2023 Plan, will be proportionately reduced, in accordance with the terms of the applicable Incentive Plan, in the same ratio as the reduction in the number of shares of outstanding Common Stock, except that any fractional shares resulting from such reduction will be rounded down to the nearest whole share to comply with the requirements of Code Sections 409A and 424. Correspondingly, the per share exercise price of any such options will be increased in direct proportion to the Reverse Stock Split ratio (rounded up to the nearest whole cent), so that the aggregate dollar amount payable for the purchase of the shares subject to the options will remain materially unchanged. For example, assuming that we effect the Reverse Stock Split at a ratio of 1-for-5, and that an optionee holds options to purchase 1,033 shares of our Common Stock at an exercise price of $1.00 per share, upon the effectiveness of the Reverse Stock Split at such ratio, the number of shares of the Common Stock subject to that option would be reduced to 206 (rounded down from 206.6 to account for fractional shares) and the exercise price would be proportionately increased to $5.00 per share. As of the Record Date, there are warrants to purchase Common Stock outstanding, representing shares of Common Stock at a weighted average exercise price of $ per share. If the Reverse Stock Split is effected, the outstanding warrants will automatically be reduced in the same ratio as the reduction in the number of shares of outstanding Common Stock. Correspondingly, the per share exercise price of such warrants will be increased in direct proportion to the Reverse Stock Split ratio, so that the aggregate dollar amount payable for the purchase of the shares subject to the warrants will remain unchanged.

  26. Interest of Directors and Executive Officers

    Interest of Directors and Executive Officers All members of our Board and all of our executive officers are eligible for awards under the 2023 Plan and, thus, have a personal interest in the approval of the Plan Amendment Proposal.