DEF 14A of SKYX Platforms Corp., May 13, 2026

DEF 14A of SKYX Platforms Corp.

Filed May 13, 2026 · FY20250001493152-26-022776

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, seven nominees will be elected as directors. Our Board of Directors currently consists of seven members: Rani R. Kohen, Nancy DiMattia, Gary N. Golden, Efrat L. Greenstein Brayer, Thomas J. Ridge, Dov Shiff, and Leonard J. Sokolow. Each of our nominees is currently a member of our Board of Directors and is standing for reelection at the Annual Meeting. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by the Board of Directors to fill the vacancy. As of the record date, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a director.

  2. Our Board of Directors

    Our Board of Directors Set forth below are the name, age, and position of each nominee, as of the record date:

  3. Our Board of Directors

    | Nominees | Age | Position(s) and Office(s) Held with the Company | | Rani R. Kohen | 60 | Director, Executive Chairman | | Leonard J. Sokolow | 69 | Director, Chief Executive Officer | | Nancy DiMattia | 65 | Director | | Gary N. Golden | 72 | Director | | Efrat L. Greenstein Brayer | 63 | Director | | Thomas J. Ridge | 80 | Director | | Dov Shiff | 78 | Director |

  4. Our Board of Directors

    The term for each of our current directors expires at the Annual Meeting. All directors are elected to serve until their respective successors are duly elected and qualified at the next Annual Meeting of Stockholders, or until the earlier of his or her death, resignation, retirement or removal from such position. There are no family relationships among any of our directors or executive officers. Set forth below is the specific experience, qualifications and background of each of the individuals listed above. Rani R. Kohen founded the Company and invented our technologies. He has served as Executive Chairman of the Board since 2016 and as Chairman of our Board of Directors since November 2012. Mr. Kohen also previously served as our Chief Executive Officer from 2004 through 2012. Mr. Kohen is a businessman, entrepreneur and inventor of our technologies. He brings strategic acumen with over 20 years of experience in business, as well as in advanced smart home technologies, product design, lighting, and other related businesses. Since founding the Company, he has succeeded in attracting and engaging accomplished Board members, talented management and leading executives from various industries. He has led every major milestone achieved by the Company to date, including securing substantial financing to support the Company’s growth. The Board of Directors believes that with Mr. Kohen’s leadership and qualifications, and the continuity that he brings with his advanced business strategies, he will continue to move us forward towards achieving our goals. Leonard J. Sokolow has served as Chief Executive Officer of the Company since September 30, 2025 and previously served as co-Chief Executive Officer from September 2023 to September 30, 2025. Mr. Sokolow has also served as a director of the Company since November 2015. Mr. Sokolow previously served in various roles at Newbridge Financial, Inc. and its subsidiaries, including as Chief Executive Officer and President of Newbridge Financial, Inc. from January 2015 through August 2023; as Chief Executive Officer of Newbridge Financial, Inc.’s broker-dealer subsidiary, Newbridge Securities Corporation, and Chief Executive Officer of Newbridge Financial, Inc.’s registered investment adviser subsidiary, Newbridge Financial Services Group, Inc., from July 2022 through August 2023; and as Chairman of Newbridge Securities Corporation from January 2015 through July 2022. Mr. Sokolow previously served in a variety of roles at vFinance, Inc., a publicly traded financial services company, including as Chairman of the board of directors from January 2007, a member of the board of directors from November 1997 and Chief Executive Officer from January 2007 through July 2008, when it merged into National Holdings Corporation, a publicly traded financial services company. Mr. Sokolow also served as President of vFinance, Inc. from January 2001 through December 2006. From July 2008 until July 2012, Mr. Sokolow was President of National Holdings Corporation, and from July 2008 until July 2014, he was Vice Chairman of the board of directors of National Holdings Corporation. From July 2012 until December 2014, Mr. Sokolow was a consultant and partner at Caribou LLC, a strategic advisory services firm. Mr. Sokolow was Founder, Chairman and Chief Executive Officer of the Americas Growth Fund Inc., a closed-end management investment company that elected to be treated as a Business Development Company (BDC), from 1994 to 1998. From 1988 until 1993, Mr. Sokolow was an Executive Vice President and the General Counsel of Applica Inc., a publicly traded appliance marketing and distribution company. From 1982 until 1988, Mr. Sokolow practiced corporate, securities and tax law and was one of the founding attorneys and a partner of an international boutique law firm. From 1980 until 1982, he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick. Mr. Sokolow has served on the board of directors of Consolidated Water Co. Ltd., a publicly traded developer and operator of advanced water supply and treatment plants and water distribution systems, since June 2006, where he currently serves as Chairman of the Audit Committee and as a member of the Nominations and Corporate Governance Committee. In addition, Mr. Sokolow has served on the board of directors of Vivos Therapeutics, Inc., a publicly traded medical technology company focused on developing and commercializing innovative diagnostic and treatment methods for patients suffering from breathing and sleep issues arising from certain dentofacial abnormalities, such as obstructive sleep apnea (OSA) and snoring in adults, since June 2020, where he currently serves as Chairman of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Sokolow previously served on the board of directors of, and as Chairman of the Audit Committee for, Agrify Corporation, a publicly traded provider of innovative cultivation and extraction solutions for the cannabis industry, and on the board of directors of, and as Chairman of the Audit Committee for, Marquee Energy Ltd. (formerly Alberta Oilsands Inc.), a then publicly traded energy company. Our Board believes Mr. Sokolow’s qualifications to serve as a member of our Board include his extensive experience in the financial industry and in strategic planning, mergers, acquisitions, securities, and corporate development advisory services, his service on other public company boards and his history of executive leadership in developing and operating businesses. Nancy DiMattia has served as a director of the Company since February 2022. Ms. DiMattia previously served as Chief Financial Officer of Island Stone North America, a manufacturer and supplier of natural stone and man-made tiles, from October 2022 to March 2026. Prior to that, Ms. DiMattia served as Senior Vice President and Chief Financial Officer of Tile Shop Holdings, Inc., a publicly traded specialty retailer of natural stone and man-made tiles, setting and maintenance materials, and related accessories, from September 2019 until January 2022, where she continued to serve in an advisory capacity through March 2022. She also previously provided consulting services to Tile Shop Holdings, Inc. from July 2019 until September 2019. Before joining Tile Shop Holdings, Inc., Ms. DiMattia gained over twenty-five years of experience in financial reporting and accounting processes in positions of increasing responsibility at Virginia Tile Company, a provider of ceramic, porcelain, glass and natural stone tiles, most recently serving as the Corporate Controller from 2005 until March 2019. During her tenure at Virginia Tile Company, she was responsible for establishing sound financial management, promoting effective internal accounting controls, developing and leading highly competent accounting teams, and maintaining a documented system of accounting policies and procedures. Our Board believes Ms. DiMattia’s qualifications to serve as a member of our Board include her retail industry experience, including her experience overseeing retail-related information technology measures and working with a customer base that includes architects and designers, and financial expertise, including managing audits, internal controls and mergers and acquisitions.

  5. Our Board of Directors

    Gary N. Golden has served as a director of the Company since February 2022. Mr. Golden served as the Chief Financial Officer of Media Culture, a brand response media agency, between June 2023 and February 2026. Mr. Golden was previously employed at vcfo, which offers fractional CFO and human resources services to clients who require advisors they can trust to guide them through major changes, from April 2022 through May 2023. During 2021, Mr. Golden served as interim Chief Financial Officer of ADB Companies, which provides strategy, design, execution and program management services for the communication, utility, and technology industries. Prior to that, during 2021, Mr. Golden served as a project manager and professional services contractor for MMC Group, Inc., which offers full-service workforce solutions, and as interim controller at SportClips Haircuts. During 2020, he served as a special project auditor for WebsterRogers LLP, a South Carolina-based accounting and consulting firm that provides a broad spectrum of assurance, tax and advisory services. From 2008 to 2019, Mr. Golden served as Chief Financial Officer at NBG Home, an affiliate of Nielsen & Bainbridge, LLC and one of the largest home decor manufacturing companies and importers globally. From 2008 to 2013, Mr. Golden served as Chief Financial Officer and Professional Services Contractor for MMC Group, Inc. Mr. Golden has served in a variety of other financial and operational roles, including as Vice President, Controller of Kinko’s Inc., Senior Vice President and Corporate Controller of Blockbuster, Inc., and in controller and internal audit roles at Fuqua Industries and Qualex, Inc. Mr. Golden began his career at Arthur Andersen & Inc. Mr. Golden is a Certified Public Accountant. Our Board believes Mr. Golden’s qualifications to serve as a member of our Board include his financial expertise, including his status as an “audit committee financial expert,” and his experience in the home goods and lighting industry. Efrat L. Greenstein Brayer has served as a director of the Company since February 2022. Ms. Greenstein Brayer currently serves as Co-Founder and Chief Executive Officer of Merkavah Inc. (d/b/a Ezzree), which provides online emotional and spiritual support care services, and has been principal attorney of the law office of Laura Greenstein since 2000, where she provides services as a corporate finance attorney. Ms. Greenstein Brayer previously served as a contract attorney with Holland & Knight LLP from 2006 through 2012, as associate counsel at Bank Hapoalim B.M. from 1996 through 2000, as an associate at Rogers & Wells (later acquired by Clifford Chance LLP) from 1993 through 1996, and as an associate at Haight, Gardner, Poor & Havens (later acquired by Holland & Knight LLP) from 1988 through 1993. Ms. Greenstein Brayer has also served as an officer or director of several private companies. Our Board believes Ms. Greenstein Brayer’s qualifications to serve as a member of our Board include her corporate law expertise and her experience founding and serving as Chief Executive Officer of a private company, including her experience with customer service and technology innovation. Governor Thomas J. Ridge has served as a director of the Company since June 2013. Mr. Ridge founded and has served at Ridge Global, LLC, a global strategic consulting company and provider of insurance and risk transfer solutions, since July 2006, where he currently serves as Chairman of the board and previously served as Chief Executive Officer and President. In 2014, Mr. Ridge co-founded Ridge Schmidt Cyber, an executive services firm addressing the increasing demands of cybersecurity. In April 2010, Mr. Ridge became a partner of Ridge Policy Group, a bipartisan, full-service government affairs and issue management group. From January 2003 to January 2005, Mr. Ridge served as the Secretary of the United States Department of Homeland Security, and from September 2001 through January 2003, Mr. Ridge served as the Special Assistant to the President for Homeland Security. Mr. Ridge served two terms as Governor of the Commonwealth of Pennsylvania, from 1995 to 2001, and served as a member of the U.S. House of Representatives from January 1983 until January 1995. Mr. Ridge previously served as a member of the board of directors of The Hershey Company, a global confectionery leader, from November 2007 to May 2018, Advaxis, Inc., a then publicly traded clinical-stage biotechnology company, from August 2015 to March 2018, and LifeLock, Inc., a then publicly traded provider of identity theft protection, from March 2010 to February 2017, until its merger with a subsidiary of Symantec Corporation, as well as several other public companies. Mr. Ridge serves as Co-Chair of the Bipartisan Commission on Biodefense, as Chairman Emeritus of the board of the National Organization on Disability, and as a member of board of counselors of the Center for the Study of the Presidency and Congress, among other private organizations. Our Board believes Mr. Ridge’s qualifications to serve as a member of our Board include his vast experience in both government and industry, his service on other public and private company boards and his expertise in risk management and cybersecurity. Dov Shiff has served as a director of the Company since February 2014. Mr. Shiff is presently President and Chief Executive Officer of the Shiff Group of Companies. The Shiff Group owns and operates Shiff Group Assets Ltd., Shiff Group Investments Ltd., and Zvidan Investments Ltd. Our Board believes Mr. Shiff’s qualifications to serve as a member of our Board include his experience in developing and operating new businesses. THE BOARD RECOMMENDS A VOTE FOR ALL OF THE DIRECTOR NOMINEES.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Under the director compensation program approved by the Board in March 2023 (the “Director Compensation Program”), for service on our Board, non-employee directors receive an annual cash retainer of $30,000, paid in quarterly installments, or, if a director elects to receive payment in shares of common stock, a single annual distribution of common stock. Messrs. Ridge and Shiff each elected to receive their 2025 annual cash retainer in shares of common stock. Such shares were granted on December 31, 2025, with the number of shares granted determined based on the opening price per share of common stock on Nasdaq on such date. Messrs. Ridge and Shiff have each elected to receive their 2026 annual cash retainer in shares of common stock. Such shares will be granted on December 31, 2026, with the number of shares granted to be determined based on the opening price per share of common stock on Nasdaq on such date. In addition, on the third trading day after the earlier of the date of the earnings release or the date the annual report is filed on Form 10-K (the “Program Grant Date”), non-employee directors receive an annual grant of (i) 5,000 shares of restricted stock, which vest immediately on the Program Grant Date, and (ii) options to purchase up to 5,000 shares of common stock with an exercise price equal to the closing price of common stock on Nasdaq on the Program Grant Date, which will vest in twelve equal monthly installments beginning on the last day of the month in which the options were granted and expire five years from the Program Grant Date. For service as a member of the Audit Committee, Compensation Committee and/or Nominating and Corporate Governance Committee, non-employee directors each receive an additional annual grant of (i) 3,000 shares of restricted stock, which vest immediately on the Program Grant Date, and (ii) options to purchase up to 3,000 shares of common stock with an exercise price equal to the closing price of common stock on Nasdaq on the Program Grant Date, which will vest in twelve equal monthly installments beginning on the last day of the month in which the options were granted and expire five years from the Program Grant Date. For service as the Chair of the Audit Committee, Compensation Committee and/or Nominating and Corporate Governance Committee, non-employee directors each receive an additional annual grant of (i) 2,000 shares of restricted stock, which vest immediately on the Program Grant Date, and (ii) options to purchase up to 2,000 shares of common stock with an exercise price equal to the closing price of common stock on Nasdaq on the Program Grant Date, which will vest in twelve equal monthly installments beginning on the last day of the month in which the options were granted and expire five years from the Program Grant Date. For non-employee members of the Business Strategy and Development Committee of the board, non-employee directors each receive an additional annual grant of (i) 12,500 shares of restricted stock, which vest immediately on the Program Grant Date, and (ii) options to purchase up to 12,500 shares of common stock with an exercise price equal to the closing price of common stock on Nasdaq on the Program Grant Date, which will vest in twelve equal monthly installments beginning on the last day of the month in which the options were granted and expire five years from the Program Grant Date. Non-employee directors also receive reimbursement of reasonable out-of-pocket expenses for attending meetings and carrying out duties as Board members.

  7. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation paid to each non-employee director who served during 2025. All compensation earned by Messrs. Kohen and Sokolow during 2025 has been reported in the “Summary Compensation Table” under “Executive Compensation.”

  8. Director Compensation Table

    | 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 ($) | | Nancy DiMattia | 30,000 | 33,390 | 20,962 | — | — | — | 84,352 | | Gary N. Golden | 30,000 | 22,680 | 14,238 | — | — | — | 66,918 | | Efrat L. Greenstein Brayer | 30,000 | 20,160 | 12,666 | — | — | — | 62,826 | | Thomas J. Ridge | — | 37,597 | 3,956 | — | — | — | 41,553 | | Dov Shiff | — | 37,597 | 3,956 | — | — | — | 41,553 |

  9. Director Compensation Table

    | (1) The table reflects the grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”), of the restricted share awards and options granted to directors in 2025. The assumptions used to determine the valuation of the awards are discussed in Note 2 and Note 11 included in our 2025 Annual Report. All stock options reported in the table above were granted with an exercise price of $1.26 per share and vest in twelve equal monthly installments beginning March 31, 2025. |

  10. Director Compensation Table

    There were no unvested stock awards held by non-employee directors as of December 31, 2025. The total number of unexercised option awards (vested and unvested) held by our non-employee directors as of December 31, 2025 was as follows: Ms. DiMattia, 87,500 options; Mr. Golden, 64,000 options; Ms. Greenstein Brayer, 57,000 options; Mr. Ridge, 545,000 options; and Mr. Shiff, 45,000 options.

  11. Executive Compensation Program Components

    Executive Compensation Program Components Base Salary Our named executive officers’ base salaries are set to align with the scope and complexity of their roles, their capabilities, and competitive market conditions. Incentive and Bonus Compensation-Cash based and Equity Compensation Awards We supplement our executive salaries with cash and share-based payments as additional incentive to grow our business to provide a competitive aggregate compensation package considering our size and scale. We try to prioritize share-based payments over cash-based payments incentive whenever possible. We have an executive compensation recovery policy that provides for recoupment in the event of a restatement or misconduct to ensure accountability. Certain named executive officers’ employment agreements also provide for the receipt of incentive and/or bonus compensation, which may be paid annually in cash and/or stock. These incentive compensation and bonus awards are designed to focus our executive officers on our business objectives of increased growth. Mr. Sokolow will receive a minimum bonus every six months during the term of his employment agreement equal to $40,000 in cash or stock, as elected by Mr. Sokolow, and is eligible to receive a performance-based bonus, payable in equity and/or cash, subject to the achievement of performance metrics and other criteria as determined by the Executive Chairman and approved by the Compensation Committee. Mr. Kohen is eligible to receive annual incentive compensation based on our annual gross revenue, which may be paid in cash, stock and/or options, as well as supplemental bonus compensation of performance-based stock options to purchase up to 15,000,000 shares of common stock at an exercise price ranging between $6.00 and $12.00 per share, determined based on the achievement of specified market capitalizations of the Company, and the potential to receive further options based on the achievement of additional specific market capitalizations of the Company, as described further below under “Agreements with Named Executive Officers.” Mr. Schmidt may receive additional equity grants or other bonus or other incentive compensation, as determined by the Company. Mr. Boisseau is eligible to receive performance-based compensation in the form of a bonus, payable in equity and/or cash, as determined by the Compensation Committee, subject to the achievement of performance metrics and other criteria as determined by the Executive Chairman and approved by the Compensation Committee. The actual incentive and/or bonus compensation earned by each of our named executive officers during our most recent fiscal year is set forth in the “Summary Compensation Table” below. Other Equity Compensation and Awards Our named executive officers may also receive equity awards under our 2021 Stock Incentive Plan (as amended and restated, the “2021 Plan”). We use equity awards to align the interests of our named executive officers with those of our stockholders. We believe that equity awards, such as stock options, restricted stock units (“RSUs”) and non-vested restricted stock, encourage our named executive officers to focus on our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements. The Compensation Committee approved the following cash and equity awards during 2025: On March 20, 2025, the Compensation Committee approved a cash bonus to Mr. Campi equal to $30,000. On March 27, 2025, the Compensation Committee granted to Mr. Sokolow a five-year option to purchase 150,000 shares of the Company’s common stock at an exercise price of $1.26 per share, which vests in three equal annual installments, beginning on the grant date, subject to continued employment through the vesting date. On August 8, 2025, the Compensation Committee approved the payment of a twelve-month bonus to Mr. Boisseau equal to $75,000, payable in equal monthly installments over twelve months, beginning on September 2025 and continuing through August 2026. On August 15, 2025, the Compensation Committee granted to Ms. Barron a five-year option to purchase 500,000 shares of the Company’s common stock at an exercise price of $1.11 per share, which vests in four equal annual installments, beginning on the grant date subject to continued employment through the applicable vesting date. On December 8, 2025, the Compensation Committee granted to Mr. Kohen a five-year option to purchase 1,500,000 shares of the Company’s common stock at an exercise price of $2.42 per share, which vests in six quarterly installments of 250,000 beginning on December 31, 2025, subject to continued employment through the vesting date. On December 15, 2025, the Compensation Committee granted to Mr. Sokolow 150,000 restricted stock units (“RSUs”) representing a contingent right to receive one share of the Company’s common stock which vest in three equal annual installments beginning on January 1, 2026 and a five-year option to purchase 150,000 shares of the Company’s common stock at an exercise price of $2.15 per share, which vest in three equal annual installments beginning on January 1, 2026, subject to continued employment through the applicable vesting dates. We may also grant equity-based sign-on bonuses when necessary and appropriate to advance our and our stockholders’ interests, including to attract or retain top executive-level talent. Benefits and Perquisites We offer health insurance to our full-time employees, including our named executive officers. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances.

  12. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary compensation information for the named executive officers and includes all compensation earned by the named executive officers for the respective period, regardless of whether such amounts were actually paid during the period.

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John P. Campi | 2025 | 118,750 | 75,000 | — | — | — | 137 | 193,887 | | Former Co-Chief Executive Officer | 2024 | 150,000 | 45,000 | — | — | — | — | 195,000 | | Leonard J. Sokolow | 2025 | 160,000 | 80,000 | 322,500 | 328,665 | — | 25,197 | 916,362 | | Chief Executive Officer | 2024 | 160,000 | 125,000 | — | — | — | 21,909 | 306,909 | | Rani R. Kohen | 2025 | 300,000 | — | — | 2,269,500 | 310,050 | 62,252 | 2,941,802 | | Executive Chairman | 2024 | 300,000 | — | — | — | 281,384 | 69,256 | 650,640 | | Marc-Andre Boisseau | 2025 | 144,000 | 75,000 | — | — | — | 23,828 | 242,828 | | Chief Financial Officer | 2024 | 144,000 | 51,000 | — | — | — | 12,010 | 207,010 | | Patricia Barron | 2025 | 150,000 | 55,750 | — | 387,300 | — | 19,866 | 612,916 | | Chief Operations Officer | 2024 | 150,000 | 13,500 | — | 67,900 | — | 30,260 | 261,660 | | Steven M. Schmidt | 2025 | — | — | — | — | — | — | — | | President | 2024 | — | 10,300 | 334,750 | 235,530 | — | — | 580,580 |

  14. Summary Compensation Table

    | (1) The value of stock awards and options in this table represents the fair value of such awards granted or modified during the fiscal year, as computed in accordance with Topic 718. The assumptions used to determine the valuation of the awards are discussed in Note 2 and Note 11 to our consolidated financial statements included in our 2025 Annual Report. |

  15. Summary Compensation Table

    | (2) During 2025: (i) Ms. Barron received options to purchase 500,000 shares of common stock at an exercise price of $1.11 per share; (ii) Mr. Kohen received options to purchase 1,500,000 shares of common stock at an exercise price of $2.42 per share; and (iii) Mr. Sokolow received options to purchase 150,000 shares of common stock at an exercise price of $1.26 per share, 150,000 RSUs, and options to purchase 150,000 shares of common stock at an exercise price of $2.15. |

  16. Summary Compensation Table

    During 2024: (i) Ms. Barron received options to purchase 100,000 shares of common stock at an exercise price of $1.09 per share; and (ii) Mr. Schmidt received 350,000 RSUs, options to purchase 250,000 shares of common stock at an exercise price of $0.90 per share, and options to purchase 100,000 shares of common stock at an exercise price of $1.09 per share.

  17. Summary Compensation Table

    | (3) Non-Equity Incentive Plan Compensation reflects incentive compensation payable pursuant to each individual’s respective employment agreement, typically as a percent of the Company’s net revenue or sales earned, and in each case as described below under “Agreements with Named Executive Officers.” In March 2024, Mr. Campi and Ms. Barron each entered into a commission termination agreement, terminating the incentive compensation-related provisions in their employment agreements and agreeing no amounts would be paid pursuant to such provisions for prior periods that had not previously been paid. |

  18. Summary Compensation Table

    | (4) All Other Compensation includes the amounts identified below for the applicable fiscal year: |

  19. Summary Compensation Table

    | Name and Principal Position | Year | Health Insurance Premiums ($) | 401(k) Employer contributions ($) | Paid time-Off ($) | Car Allowance ($)(1)(2) | Total ($) | | John P. Campi | 2025 | 137 | — | — | — | 137 | | Former Co-Chief Executive Officer | 2024 | — | — | — | — | — | | Leonard J. Sokolow | 2025 | 25,197 | — | — | — | 25,197 | | Chief Executive Officer | 2024 | 21,909 | — | — | — | 21,909 | | Rani R. Kohen | 2025 | 25,252 | — | 25,000 | 12,000 | 62,252 | | Executive Chairman | 2024 | 28,410 | — | 28,846 | 12,000 | 69,256 | | Marc-Andre Boisseau | 2025 | 15,128 | 8,700 | — | — | 23,828 | | Chief Financial Officer | 2024 | 4,210 | 7,800 | — | — | 12,010 | | Patricia Barron | 2025 | 11,886 | 7,980 | — | — | 19,866 | | Chief Operations Officer | 2024 | 10,720 | 7,040 | 12,500 | — | 30,260 | | Steven M. Schmidt | 2025 | — | — | — | — | — | | President | 2024 | — | — | — | — | — |

  20. Summary Compensation Table

    The following shows each named executive officer’s 2025 compensation separated by cash-based compensation and stock-based compensation:

  21. Summary Compensation Table

    | Name and Principal Position | Cash-Based Compensation ($) | Stock-Based Compensation ($) | Total Compensation ($) | | John P. Campi Former Co-Chief Executive Officer | 193,887 | — | 193,887 | | Leonard J. Sokolow Chief Executive Officer | 265,197 | 651,165 | 916,362 | | Rani R. Kohen Executive Chairman | 672,302 | 2,269,500 | 2,941,802 | | Marc-Andre Boisseau Chief Financial Officer | 242,828 | — | 242,828 | | Patricia Barron Chief Operations Officer | 225,616 | 387,300 | 612,916 | | Steven M. Schmidt President | — | — | — |

  22. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The table below sets forth certain information regarding outstanding equity awards held by the named executive officers as of December 31, 2025. Mr. Campi did not hold any outstanding equity awards as of December 31, 2025.

  23. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) Not exercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)* | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Leonard | | | | | | | | | | | Sokolow | 150,000 | — | — | 3.00 | 4/19/2027 | — | — | — | — | | | 150,000 | — | — | 4.00 | 4/19/2027 | — | — | — | — | | | 100,000 | — | — | 12.00 | 12/31/2026 | — | — | — | — | | | 17,500 | — | — | 12.34 | 3/11/2027 | — | — | — | — | | | 17,500 | — | — | 3.28 | 4/5/2028 | — | — | — | — | | | 220,000 | 230,000(1) | — | 1.58 | 9/12/2028 | — | — | — | — | | | — | — | — | — | — | 230,000(1) | 266,800 | — | — | | Rani R. | | | | | | | | | | | Kohen(2) | 800,000 | 340,000(3) | — | 12.00 | 1/1/2027 | — | — | — | — | | | 1,000,000 | — | 1,000,000 | 6.00 | 1/1/2027 | — | — | — | — | | | — | — | 2,000,000 | 7.00 | 1/1/2027 | — | — | — | — | | | — | — | 2,000,000 | 8.00 | 1/1/2027 | — | — | — | — | | | — | — | 10,000,000 | 12.00 | 1/1/2027 | — | — | — | — | | Marc-Andre | | | | | | | | | | | Boisseau | 80,000 | 40,000(4) | — | 3.28 | 4/5/2028 | — | — | — | — | | | — | — | — | — | — | 40,000(4) | 46,400 | — | — | | Patricia | | | | | | | | | | | Barron | 50,000 | — | — | 3.00 | 4/19/2027 | — | — | — | — | | | 50,000 | — | — | 4.00 | 4/19/2027 | — | — | — | — | | | 50,000 | 50,000(5) | — | 2.08 | 8/4/2028 | — | — | — | — | | | — | — | — | — | — | 50,000(5) | 58,000 | — | — | | | — | 100,000(6) | — | 1.09 | 12/15/2029 | — | — | — | — | | Steven M. | 100,000 | — | — | 12.00 | 6/1/2026 | — | — | — | — | | Schmidt | 30,000 | 220,000(7) | — | 0.90 | 9/15/2029 | — | — | — | — | | | — | — | — | — | — | 220,000(7) | 255,200 | — | — | | | — | 100,000(8) | — | 1.09 | 12/15/2029 | — | — | — | — | | | — | — | — | — | — | 100,000(8) | 116,000 | — | — |

  24. Outstanding Equity Awards at Fiscal Year End

    * Based on the closing stock price of our common stock of $2.17 on December 31, 2025, the last trading day of 2025.

  25. Outstanding Equity Awards at Fiscal Year End

    | (1) These options and RSUs vest as follows: 200,000 will vest in four semi-annual installments of 50,000, beginning on March 12, 2025, and 30,000 will vest on March 12, 2027. |

  26. Outstanding Equity Awards at Fiscal Year End

    | (2) Pursuant to Mr. Kohen’s chairman agreement, Mr. Kohen has the following options as supplemental bonus compensation, subject to the Company achieving the specified market capitalization (i) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the Company achieving each of the following market capitalizations: $1.5 billion and $2.0 billion; (ii) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the Company achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (iii) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the Company achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion. Mr. Kohen also received supplemental bonus compensation such that, in the event the Company achieves a $10.0 billion valuation, for each valuation increase of $1.0 billion up to $30.0 billion Company valuation, Mr. Kohen will receive an option to purchase 500,000 shares at an exercise price of $12.00 per share. |

  27. Outstanding Equity Awards at Fiscal Year End

    | (3) These options vest on January 1, 2025. |

  28. Outstanding Equity Awards at Fiscal Year End

    | (4) These options and RSUs vest on April 5, 2025. |

  29. Outstanding Equity Awards at Fiscal Year End

    | (5) These options and RSUs vest in two equal annual installments on each of August 4, 2025 and 2026. |

  30. Outstanding Equity Awards at Fiscal Year End

    | (6) These options vest in three equal annual installments on each of January 1, 2025, 2026 and 2027. |

  31. Outstanding Equity Awards at Fiscal Year End

    | (7) These options and RSUs vest in eleven equal quarterly installments of 20,000, beginning March 31, 2025. |

  32. Outstanding Equity Awards at Fiscal Year End

    | (8) These options and RSUs vest in two equal annual installments on each of January 1, 2025 and 2026. |

  33. Termination or Change in Control Benefits

    Termination or Change in Control Benefits Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a qualifying termination and/or a change in control of our Company. Our named executive officers’ employment agreements entitle them to certain benefits upon certain terminations or in connection with a change in control of the Company. For additional discussion, see “Agreements with Named Executive Officers” above. Each of our named executive officers holds equity awards that were granted subject to the general terms and termination and change in control provisions of our stock incentive plans. The forms of agreements governing outstanding awards granted under the plans contain additional such provisions. For additional discussion, please see “Stock Incentive Plans” above.

  34. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information regarding executive pay and performance. The table below shows, for each of the three most recently completed fiscal years, total compensation as reported in the Summary Compensation Table (“SCT”) and “compensation actually paid” (“CAP”) for each principal executive officer (“PEO”) and as an average for all of our other named executive officers (“Non-PEO NEOs”). Both SCT pay and CAP are calculated in accordance with the requirements of Regulation S-K and may differ substantially from the manner in which the Compensation Committee makes decisions regarding executive pay.

  35. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO #1 - John P. Campi ($)(1) | Summary Compensation Table Total for PEO #2 - Leonard J. Sokolow ($)(1) | Compensation Actually Paid to PEO #1 - John P. Campi ($)(1)(2)(3) | Compensation Actually Paid to PEO #2 - Leonard J. Sokolow ($)(1)(2)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(5) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)(6) | Net Income (Loss) ($)(7) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | | 2025 | 193,887 | 916,362 | 193,887 | 1,256,597 | 949,387 | 1,068,487 | 86.11 | (33,415,604) | | 2024 | 195,000 | 306,909 | 195,000 | 205,709 | 424,973 | 451,878 | 46.03 | (35,768,144) | | 2023 | 150,000 | 452,821 | 150,000 | 347,537 | 359,975 | 379,535 | 63.49 | (39,732,656) |

  36. PAY VERSUS PERFORMANCE

    | (1) The named executive officers included in the table above are as follows: |

  37. PAY VERSUS PERFORMANCE

    | Year | PEOs | Non-PEO NEOs | | 2025 | John P. Campi and Leonard J. Sokolow | Rani R. Kohen, Marc-Andre Boisseau, Patricia Barron and Steven M. Schmidt | | 2024 | John P. Campi and Leonard J. Sokolow | Rani R. Kohen, Marc-Andre Boisseau, Patricia Barron and Steven M. Schmidt | | 2023 | John P. Campi and Leonard J. Sokolow | Rani R. Kohen, Marc-Andre Boisseau, Patricia Barron and Steven M. Schmidt |

  38. PAY VERSUS PERFORMANCE

    | (2) In accordance with the requirements of Item 402(v) of Regulation S-K, CAP values shown in columns (c) and (e) are calculated by beginning with total compensation as reported in the SCT for the applicable fiscal year, then (i) subtracting the grant date fair value of awards reported in the “Stock Awards” and “Option Awards” columns of the SCT, and (ii) making various required adjustments to add the change in fair value of stock and option awards for the applicable fiscal year. For purposes of those adjustments, stock and option awards were valued in a manner consistent with the valuation of those awards for financial accounting purposes, but determined as of the end of the fiscal year or the vesting date, as applicable. |

  39. PAY VERSUS PERFORMANCE

    | (3) The following adjustments were made to determine the CAP of our PEO #1, John P. Campi (our former Co-Chief Executive Officer), for 2023, 2024, and 2025: |

  40. PAY VERSUS PERFORMANCE

    | | PEO #1 | | | | | 2023 | 2024 | 2025 | | SCT - Total Compensation | $150,000 | $195,000 | $193,887 | | - grant date fair value of stock and option awards granted during the covered fiscal year | - | - | - | | + fair value at fiscal year end of outstanding and unvested stock and option awards granted during the covered fiscal year | - | - | - | | + change in fair value at fiscal year end of outstanding and unvested stock and option awards granted in prior fiscal years | - | - | - | | + fair value of awards granted during the fiscal year that vested during the covered fiscal year | - | - | - | | + change in fair value as of vesting date of stock and option awards granted in prior fiscal years that vested during the covered fiscal year | - | - | - | | - fair value as of prior fiscal year end of stock and option awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year | - | - | - | | + dollar value of dividends or earnings paid on stock and option awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation | - | - | - | | Cumulative Equity Adjustments (subtotal) | - | - | - | | Compensation Actually Paid | $150,000 | $195,000 | $193,887 |

  41. PAY VERSUS PERFORMANCE

    | (4) The following adjustments were made to determine the CAP of our PEO #2, Leonard J. Sokolow (our Chief Executive Officer), for 2023, 2024 and 2025: |

  42. PAY VERSUS PERFORMANCE

    | | PEO #2 | | | | | 2023 | 2024 | 2025 | | SCT - Total Compensation | $452,821 | $306,909 | $916,362 | | - grant date fair value of stock and option awards granted during the covered fiscal year | (403,692) | - | (651,165) | | + fair value at fiscal year end of outstanding and unvested stock and option awards granted during the covered fiscal year | 245,729 | - | 677,500 | | + change in fair value at fiscal year end of outstanding and unvested stock and option awards granted in prior fiscal years | - | (101,200) | 250,900 | | + fair value of awards granted during the fiscal year that vested during the covered fiscal year | 52,679 | - | 66,000 | | + change in fair value as of vesting date of stock and option awards granted in prior fiscal years that vested during the covered fiscal year | - | - | (3,000) | | - fair value as of prior fiscal year end of stock and option awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year | - | - | - | | + dollar value of dividends or earnings paid on stock and option awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation | - | - | - | | Cumulative Equity Adjustments (subtotal) | (105,284) | (101,200) | 340,235 | | Compensation Actually Paid | $347,537 | $205,709 | $1,256,597 |

  43. PAY VERSUS PERFORMANCE

    | (5) The following adjustments were made to determine the CAP of our non-PEO NEOs for 2023, 2024, and 2025. For non-PEO NEOs, CAP is calculated on an average basis: |

  44. PAY VERSUS PERFORMANCE

    | | Non-PEO NEOs | | | | | 2023 | 2024 | 2025 | | SCT - Total Compensation | $359,975 | $424,973 | $949,387 | | - grant date fair value of stock and option awards granted during the covered fiscal year | (106,967) | (159,545) | (664,200) | | + fair value at fiscal year end of outstanding and unvested stock and option awards granted during the covered fiscal year | 92,947 | 171,600 | 564,688 | | + change in fair value at fiscal year end of outstanding and unvested stock and option awards granted in prior fiscal years | - | (2,100) | 109,650 | | + fair value of awards granted during the fiscal year that vested during the covered fiscal year | 40,100 | 13,525 | 111,063 | | + change in fair value as of vesting date of stock and option awards granted in prior fiscal years that vested during the covered fiscal year | (6,520) | 3,425 | (2,100) | | - fair value as of prior fiscal year end of stock and option awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year | - | - | - | | + dollar value of dividends or earnings paid on stock and option awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation | - | - | - | | Cumulative Equity Adjustments (subtotal) | 19,560 | 26,905 | 119,100 | | Compensation Actually Paid | $379,535 | $451,878 | $1,068,487 |

  45. PAY VERSUS PERFORMANCE

    | (6) Total stockholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in the Company’s common stock at the closing stock price on December 30, 2022, assuming reinvestment of all dividends. |

  46. PAY VERSUS PERFORMANCE

    | (7) Represents net income (loss) determined in accordance with GAAP and as reported in our Form 10-K for the applicable fiscal year. |

  47. PAY VERSUS PERFORMANCE

    As disclosed in the table above, for 2023, the Company’s TSR was negative, and the CAP of the PEOs and the average CAP of the non-PEO NEOs generally was aligned with the total compensation amounts reported in the SCT for that year, reflecting the pay decisions made by the Company in that year, which, for Mr. Sokolow, also included certain compensation awarded under the Company’s Director Compensation Program prior to his appointment as Co-Chief Executive Officer. In 2024, the CAP of PEO#1 and the average CAP of the non-PEOs NEOs generally were more aligned with the total compensation amounts reported in the SCT for that year than with TSR, reflecting a lesser amount of equity incentives granted to such individuals, and the TSR and CAP of PEO#2 were directionally aligned, reflecting a decrease in the fair value of stock and option awards granted in prior years. In 2025, the Company’s TSR was improved as compared to the prior two years, which is reflected in the somewhat greater compensation actually paid to PEO#2 and the non-PEOs NEOs, while the CAP and SCT compensation of PEO#1, which was delivered largely in cash, remained essentially flat as compared to the prior year. The Company does not use GAAP net income (loss) as a performance metric in any incentive compensation programs for its named executive officers. Accordingly, the Company does not expect that CAP of the PEO or average CAP of the Non-PEO NEOs will necessarily bear any relationship to the GAAP net income (loss) for any particular year.