DEF 14A of Nano Nuclear Energy Inc.
Filed Jul 28, 2026 · FY20250001493152-26-034874
Biographies of Executive Officers and Directors
Biographies of Executive Officers and Directors James Walker has been our Chief Executive Officer and director since 2022. Mr. Walker has over twenty years of engineering project management experience across various industries, such as construction, mechanical engineering, and nuclear physics and engineering. Mr. Walker has served as a consultant to LIS Technologies Inc (“LIST”), a laser uranium enrichment company and a related party to our company through common ownership and management, since May 2023. Since 2020, Mr. Walker has also held executive roles at Ares Strategic Mining Inc. (“Ares”), where he has been responsible for the construction of plants, purchases of land, operations, marketing, financing, safety regulation compliance, and shareholder relations. Mr. Walker currently devotes approximately five hours per week to his responsibilities at Ares. Prior to this role, Mr. Walker worked as an engineering and project management consultant between 2016 and 2020, developing companies, designing processing operations, overseeing exploration and metallurgy, and public market engagement. He is also concurrently serving on the board of directors of several small-cap publicly traded companies in Canada, including Bayhorse Silver Inc. (Ticker: BHS, Canada: TSX Venture) and Core Critical Metals Corp. (previously known as Xander Resources, Inc.) (Ticker: CCMC, Canada: TSX Venture). From 2013 to 2016, Mr. Walker was a nuclear engineer and project manager for the United Kingdom’s Ministry of Defence. While there, he was responsible for infrastructure projects and worked in each stage of the nuclear product life cycle, from concept to decommissioning. At the Ministry of Defence, Mr. Walker was primarily engaged in reactor core manufacturing facilities and fuel reclamation plants. He also managed multidisciplinary teams involving engineers, managers, contractors and finance and commercial personnel, and served as the project lead and manager for several large-scale nuclear engineering and nuclear infrastructure projects. Between 2012 and 2013, Mr. Walker was seconded and worked as a nuclear physicist at Rolls-Royce, leading a project to model various configurations of Rolls-Royce’s Zero-Power reactor using probabilistic physics software to digitally replicate real-world behavior and determine program accuracy margins. Mr. Walker also performed roles in Thermal Hydraulics during his secondment, modelling innovative flow mechanics through submarines cores. Mr. Walker holds a Bachelor of Engineering degree in Mechanical Engineering from the University of Nottingham, a Master of Science degree in Mining Engineering from the University of Exeter, and a Master of Science degree in Nuclear Physics and Engineering from Cranfield University. He is also a Chartered Engineer (CEng, issued 2014) with the IMechE, a Professional Engineer (PEng, issued 2023) with the Canadian Council of Professional Engineers, a qualified Project Manager with the APM since 2015, and a Chartered Physicist with the Institute of Physics since 2023. We believe that Mr. Walker is well qualified to serve as a director of our company because of his extensive experience within the nuclear industry and with public markets and the operation of public and private companies. Jay Jiang Yu is our founder, and has been our Chairman of the Board, President and Secretary since 2022. Under his leadership, we acquired and are actively progressing the KRONOS MMR(TM) Energy System, one of the highest technology readiness level (TRL) and patented advanced microreactors in development. Mr. Yu has also been instrumental in our operating, fundraising and capital markets activities. Mr. Yu is also the co-founder and has served as Chairman and Director of LIST since December 2021, and Chief Executive Officer of LIST since August 2025. Mr. Yu was also President of LIST between December 2021 and July 2025. Since 2015, Mr. Yu has served as Chief Executive Officer and Chairman of the Board of Directors of I Financial Ventures Group LLC, an investment holdings, corporate advisory and start-up consulting business that advises private and public companies. Earlier in his career, Mr. Yu worked as an analyst in the Corporate and Investment Banking Division at Deutsche Bank on Wall Street in New York City. Mr. Yu holds a Bachelor’s degree in Psychology from the City College of New York. He has completed core coursework at the Borough of Manhattan Community College and has taken continuing education classes at Columbia University. In 2021, Mr. Yu was named one of the Outstanding 50 Asian Americans in Business, the highest award in the Asian American and Pacific Islander community. Jaisun Garcha has been our Chief Financial Officer since 2022. Mr. Garcha has extensive experience and knowledge in financial management, corporate governance, and risk management for public and private companies. From February 2022 to December 2024, Mr. Garcha served as the part time chief financial officer and a director at LIST. From March 2022 to October 2024, Mr. Garcha served as the chief financial officer of St. James Gold (“St. James”), a Canada-based publicly traded company (Ticker: LORD, Canada: TSX Venture) engaged in mining exploration. From February 2013 to October 2024, Mr. Garcha served as the chief financial officer of Snipp Interactive Inc. (“Snipp Interactive”), a Canada-based publicly traded company (Ticker: SPN, Canada: TSX Venture) engaged in global loyalty and promotion solutions. Prior to this, Mr. Garcha served as the chief financial officer or senior financial consultant of various private and public companies in a wide spectrum of sectors including but not limited to mining, oil and gas exploration, and venture capital. Mr. Garcha began his career as an accountant in 2001. Over the course of his twenty-year career, Mr. Garcha has assisted several companies in going public through initial public offerings and reverse takeovers. Mr. Garcha is a Chartered Professional Accountant (CPA), Certified General Accountant (CGA) and holds a Bachelor of Science degree from the University of British Columbia and a Master of Business Administration from Laurentian University. Roy A. Boyd II has been President of Secured Transportation Services LLC (“STS”), a subsidiary of our company, since we acquired STS in May 2026. Mr. Boyd founded STS in 2005 and has served as its principal executive officer continuously since founding. Under his leadership, STS has developed specialized capabilities in regulated transportation and logistics services for government, national laboratory, and commercial clients. He retains overall responsibility for strategy, operations, regulatory compliance, customer relationships, and financial performance of the STS business unit. In addition to his role at STS, Mr. Boyd serves as majority member and member of the Board of Directors of Onium Capital, LLC, a private investment company, in which capacities he has served since 2022. Mr. Boyd is also a majority member of Onium Machining and Fabrication, LLC, a privately-held precision machining and fabrication company, which he co-founded in 2022.
Biographies of Executive Officers and Directors
Dr. Tsun Yee Law has been our director since 2022. Dr. Law is a physician who holds professional memberships in Doctors for Nuclear Energy and the American College of Nuclear Medicine. Between 2022 and 2025, Dr. Law served as a director at LIST. Since 2025, Dr. Law has served as the Chief Executive Officer of Human Continuum Inc., a biotechnology company. Since 2014, Dr. Law has practiced orthopedic medicine in South Florida, specializing in hip and knee osteoarthritis. He is actively engaged in clinical research with a special focus on robotic and sensor technologies, medical innovation, and healthcare investments. Dr. Law has served as a physician consultant for Flagler Healthcare Investment Property Group since 2015 and has served as a physician consultant for Financial Ventures Group since 2017. Dr. Law has a Bachelor of Business Administration from Davenport University, a Doctorate of Medicine from American Global University School of Medicine, and a Master of Business Administration from Davenport University. We believe that Dr. Law is qualified to serve as a director of our company because of his education background in nuclear medicine and nuclear energy as well as his business background. Diane Hare has been our director since 2023. Ms. Hare has been the chief executive officer of BizLove LLC (or BizLove), a consultancy firm which she founded in 2018, primarily engaged in helping organizations grow by delivering strategic positioning and cross-functional strategies for transformative moments such as mergers and acquisitions, product and service launches, growth strategies, and digital/data priorities. From 2011 to 2018, Ms. Hare worked at Ernst & Young, where she served the fortune 500 and specialized in purpose-driven enterprise transformation. Ms. Hare holds a Bachelor of Business Administration in Finance from Iona University and received her Maser of Business Administration in Marketing and International Business from Long Island University. We believe Ms. Hare is qualified to serve as a director of our company because of her experience in business strategy consultancy. Dr. Kenny Yu has been our director since 2023. Dr. Yu is a licensed pharmacist in New York and has served as Senior Vice President and Chief Pharmacy Officer at Mount Sinai Health System since February 2026. Dr. Yu worked at NYU Langone Health from 2010 to 2026, beginning as a pharmacist and advancing to positions of increasing responsibility, ultimately serving as Senior Director of Pharmacy Services from 2020 to 2026. In his senior roles at NYU Langone Health, he provided executive leadership and coordination for all pharmacy services provided within NYU Langone Health to promote the standardization and alignment of practices across all pharmacy sites. Dr. Yu holds a Master of Business Administration from George Washington University and a Doctorate in Pharmacy from the Ernest Mario School of Pharmacy at Rutgers University. We believe that Dr. Yu is qualified to serve as a director of our company because of his experience in analysing and interpreting financial information. Dr. Seth Berl has been our director since 2025. Dr. Berl is a technology executive with governmental and private experience and expertise in high-performance computing, artificial intelligence and machine learning, data science, cybersecurity, embedded and “internet of things” systems, tactical edge networks, satellite communications, and enterprise-scale storage and networking. Since May 2026, Dr. Berl has served as a Chief Technologist and Director, Public Sector Enterprise Architecture for Hewlett Packard Enterprise, an enterprise technology company. Between May 2025 and May 2026, Dr. Berl served as Global GTM, Government Technologies Chief Technologist at Intel Corporation, where he helped shape technology and go-to-market strategy for worldwide government solutions. From June 2024 to May 2025, Dr. Berl served as Deputy Chief Data Officer at the U.S. Department of Energy (DOE) where he led the enterprise data program harnessing data and artificial intelligence to drive operational results. From 2020 to 2024, Dr. Berl served as Chief Technology Officer at GovSmart, Inc., a private firm where he led technical direction, built strategic partnerships, and helped drive product innovation for federal agencies and commercial clients. Prior to these roles, Dr. Berl worked as a nuclear and atomic physics researcher at the University of Virginia and Old Dominion University, coordinating with National Science Foundation, National Aeronautics and Space Administration (NASA), DOE, Defense Advanced Research Projects Agency (DARPA), Northrop Grumman, and the U.S. Air Force for product development, including, among others, a quantum physics package for acceleration and rotation sensing, quantum computing memory, and the design and fabrication of microelectronics and semiconductors. Dr. Berl also founded Smartec, LLC, a technology-consulting firm that served Fortune 500 companies and OpSpark, LLC, a company specializing in data and AI governance services. Dr. Berl received a Master and a Doctorate in Atomic Physics from the University of Virginia, and holds dual Bachelor of Science degrees in Electrical Engineering and Physics, from Old Dominion University. We believe that Dr. Berl is qualified to serve as a director of our company because of his industry and government experience.
Compensation Program Objectives
| ● | Align executive interests with near and long-term stockholder value creation; | | ● | Support the recruitment and retention of highly specialized technical and executive talent; and | | ● | Maintain flexible incentive programs that allow executives to pursue growth opportunities. |
Setting Executive Compensation
Setting Executive Compensation Role of the Compensation Committee The Compensation Committee oversees the design and execution of our compensation programs. It determines and approves compensation for all of our NEOs. The Compensation Committee also requests and evaluates our executive management’s recommendations regarding adjustments to annual cash compensation, long-term incentive opportunities, program design, special milestone awards and other compensation matters for the executive team. The Compensation Committee also oversees the structure of our compensation and incentive programs, the benefits programs, and equity incentives. Compensation Committee decisions with regards to Chief Executive Officer compensation are made independently or in executive session meeting and without management present. Role of the Chief Executive Officer Our Chief Executive Officer (with input from our President) is responsible for evaluating the performance of other executive officers and recommending adjustments to salary, bonus, and equity awards. This assessment is conducted with consideration of relevant market benchmarks, as provided by Korn Ferry, our independent compensation consultant (“Korn Ferry”). Our Compensation Committee discusses these recommendations with our Chief Executive Officer and President and weighs them, among other considerations, when determining compensation for executive officers, including the other named executive officers. Role of Compensation Consultants In 2025, our Compensation Committee sought assistance from Korn Ferry as an independent third-party compensation consultant. Korn Ferry advised on relevant executive and director benchmarking. Our Compensation Committee also sought feedback on equity pool usage, special milestone awards and other compensation-related items. Korn Ferry did not provide any additional services to our company in 2025. We do not believe the retention of, and the work performed by, Korn Ferry creates any conflict of interest. Defining Comparable Compensation for Compensation Purposes Our Compensation Committee, with the assistance of Korn Ferry, developed a peer group for use in making compensation decisions. The Compensation Committee does not rely solely on peer group data in determining executive pay nor does it target a particular percentile. The peer group is used as one input in compensation decisions, along with individual performance, skills, and internal positioning. The peer group companies were selected based on similarities with our organizational size, scope, and complexity. In particular, peer companies exhibited innovative-oriented engineering and required highly technical talent. The following are the peer companies used by Compensation Committee in its work:
Annual Cash Incentives
Annual Cash Incentives Our annual cash incentive program is designed to reward achievement of key strategic, operational, and organizational objectives critical to long-term value creation. Given our development-stage profile, incentives reflect progress against corporate milestones. The discretionary nature of the annual cash incentive program provides flexibility for executives to pursue opportunities as they arise. The Compensation Committee expects to adopt a more formal, metric-oriented incentive program as we mature and move closer to commercialization. In determining cash awards for our NEOs for fiscal year 2025, the Compensation Committee considered the following factors:
Annual Cash Incentives
| ● | Completion of strategic acquisitions that expanded technical capabilities; | | ● | Advancement of the collaboration with the University of Illinois Urbana-Champaign to support development, construction and licensing of our prototype KRONOS MMR(TM) reactor; | | ● | Our strengthened positioning within the advanced nuclear energy ecosystem; | | ● | Execution of memoranda of understanding to explore various strategic initiatives; | | ● | Completion of private placements resulting in total gross proceeds in excess of $200 million in fiscal years 2025 and 2024; | | ● | Demonstrated access to public capital markets; | | ● | Completion of assembly of the first reactor core hardware of the Zeus microreactor for initial non-nuclear testing; | | ● | Expansion of technical capabilities and workforce; and | | ● | Implementation of governance and public company processes. |
Annual Cash Incentives
The Compensation Committee also considered each executive’s individual contributions, leadership effectiveness, execution against assigned responsibilities, and role in advancing our strategic objectives. Based on the Compensation Committee’s overall assessment of NEO performance, the Compensation Committee determined to award cash bonuses as shown in the table below during the fiscal year 2025:
Annual Cash Incentives
| EXECUTIVE | 2025 CASH BONUSES | | Jay Jiang Yu | $600,000 | | James Walker | $300,000 | | Jaisun Garcha | $200,000 | | Florent Heidet(1) | $125,000 |
Annual Cash Incentives
(1) On June 22, 2026, we terminated Dr. Heidet’s employment with our company. Long-term Incentives Annual Equity Incentives Equity-based compensation represents a foundational component of our executive compensation program. Although we have not adopted a formal policy governing equity incentive grants to executive officers, we believe that equity awards (i) reinforce the linkage between executive compensation and long-term performance, (ii) promote an ownership-oriented culture, and (iii) further align the interests of executive officers and stockholders. In addition, we believe that time-based vesting provisions support retention by incentivizing executive officers to remain employed with our company throughout the applicable vesting period. During fiscal year 2025, our NEOs received grants of restricted stock units (“RSUs”) as part of the annual equity incentive program. The RSUs were granted on June 3, 2025, with one third of the award vesting on each of the first, second, and third anniversaries of the grant date, subject to continued service with the Company. The number and value of RSUs granted in June 2025 are shown in the table below:
Annual Cash Incentives
| EXECUTIVE | # OF RSUs GRANTED | GRANT DATE FAIR VALUE OF AWARD | | Jay Jiang Yu | 137,700 | $4,018,086 | | James Walker | 86,064 | $2,511,348 | | Jaisun Garcha | 51,645 | $1,507,001 | | Florent Heidet(1) | 27,555 | $804,055 |
Annual Cash Incentives
(1) On June 22, 2026, we terminated Dr. Heidet’s employment with our company. Special IPO One-Time Awards Shortly after completing our initial public offering in May 2024, the Compensation Committee approved one-time stock option awards to Messrs. Yu, Walker, and Garcha. In approving these awards, the Compensation Committee considered the substantial efforts undertaken by these executives in connection with our initial public offering process, the historically below-market cash compensation levels paid prior to becoming a public company, and the importance of aligning executive interests with long-term stockholder value creation following our initial public offering. The stock options granted to Messrs. Yu, Walker, and Garcha vested immediately and have a 10-year term.
Annual Cash Incentives
| EXECUTIVE | # OF OPTIONS GRANTED | GRANT DATE FAIR VALUE OF AWARD | | Jay Jiang Yu | 300,000 | $6,043,422 | | James Walker | 300,000 | $6,043,422 | | Jaisun Garcha | 150,000 | $3,021,711 |
Annual Cash Incentives
Stock Options Granted to Dr. Heidet As an inducement to join our company, Dr. Heidet was granted 338,000 options on March 6, 2025. The options vest over a six-year period. All portions of the options (regardless of whether vested or not vested) shall expire and shall no longer be exercisable 10 years from the grant date. On June 22, 2026, we terminated Dr. Heidet’s employment with our company. Other Compensation Benefits Perquisites We provide limited perquisites to our executive officers, consisting primarily of standard benefits that are generally available to all employees, and do not view perquisites as a significant element of executive compensation. For fiscal year 2025, the only perquisites available to NEOs were matching contributions made under our 401(k) plan. Eligible employees may contribute up to 100% of their eligible compensation, subject to the maximum amounts permitted under law. We currently provide discretionary matching contributions to the 401(k) plan on behalf of participants. Matching contributions vest immediately. Severance Benefits Upon Termination of Employment Pursuant to their employment agreements, Messrs. Yu, Walker and Garcha are entitled to severance benefits in the event of a termination of employment without cause or a resignation for good reason (as defined in their respective employment agreements). The Compensation Committee considers these severance protections to be set at conservative levels compared to competitive practices and will continue to evaluate severance protections on an ongoing basis. However, Dr. Heidet, our former Chief Technology Officer and Head of Reactor Development, was not entitled to any severance benefits or termination payments in the event of a termination of employment with us for any reason.
Compensation Governance and Practices
Compensation Governance and Practices Our Compensation Committee oversees executive compensation and ensures alignment with stockholder interests. Say-on-Pay As we remain an “emerging growth company” under applicable federal securities laws, we have not yet held our first advisory vote on executive compensation. However, our Board Chairman and members of management regularly engage with investors and consider investor feedback regarding executive compensation and governance matters. The Board Chairman and the Compensation Committee value the opinion of our investors and will consider their input on an ongoing basis. Once we hold a say-on-pay vote, the Compensation Committee will review the results and seek investor feedback when making compensation decisions for our executives, including our NEOs. Clawback Policy Effective as of April 9, 2024, our Board of Directors adopted an Executive Compensation Clawback Policy aligning with SEC and Nasdaq requirements. The Clawback Policy applies to our current and former executive officers and subjects their incentive-based compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. Recovery, to the extent practical, of any incentive-based compensation from an executive officer shall apply only in the event that the incentive-based compensation is deemed to have been erroneously awarded. Tax and Accounting In designing and evaluating compensation programs, the Compensation Committee considers the tax and accounting implications of its decisions among other factors. While the Compensation Committee considers the extent to which compensation is deductible, the Compensation Committee focuses primarily on factors that provide incentives for the achievement of business objectives. Accordingly, the Compensation Committee retains flexibility and discretion to structure compensation appropriate, whether or not deductible. Likewise, the Compensation Committee may consider the impact of accounting rules, including the way in which compensation is expensed, but the Compensation Committee retains the flexibility and discretion to structure compensation appropriately without regard to its accounting treatment. Equity Grant Policy We do not have a formal policy with respect to the timing of our equity award grants. Our Compensation Committee’s general practice is not to grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section sets forth the material components of the executive compensation for our NEOs for the years ended September 30, 2025, 2024 and 2023. NEOs include our President, Chief Executive Officer and Chief Financial Officer, any vice president in charge of a principal business unit, and any other officer or person who performs a significant policy-making function for the company.
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended September 30, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(3) | Option Awards ($)(2) | RSUs ($) (1) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Jay Jiang Yu | 2025 | $496,667 | $600,000 | $6,043,422 | $4,018,086 | - | - | $- | $11,158,175 | | President, Secretary, and Chairman of the Board of Directors | 2024 | - | - | - | - | - | - | $390,000 | $390,000 | | | 2023 | - | - | $317,652 | - | - | - | $225,000 | $542,652 | | James Walker | 2025 | $- | $300,000 | $6,043,422 | $2,511,348 | $- | - | $426,668 | $9,281,438 | | Chief Executive Officer and Director | 2024 | - | - | - | - | - | - | $185,000 | $185,000 | | | 2023 | - | - | $317,652 | - | - | - | $90,000 | $407,652 | | Jaisun Garcha | 2025 | $- | $200,000 | $3,021,711 | $1,507,001 | - | - | $326,333 | $5,055,045 | | Chief Financial Officer | 2024 | - | - | - | - | - | - | $170,000 | $170,000 | | | 2023 | - | - | $77,786 | - | - | - | $90,000 | $167,786 | | Florent Heidet (5) | 2025 | $208,333 | $125,000 | $6,812,116, | $804,055 | - | - | $3,333 | $7,952,837 | | Former Chief Technology Officer | 2024 | - | - | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | - | - |
Summary Compensation Table
| (1) Amounts reflect the aggregate grant date fair value of RSU awards granted to our named executive officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named executive officer. See Note 4 in our audited consolidated financial statements for the fiscal year ended September 30, 2025 for a discussion of the relevant assumptions used in calculating these amounts. The number of RSUs subject to each award was determined by dividing the dollar-denominated value by our closing price on the grant date. | | (2) Amounts reflect the aggregate grant date fair value of stock options granted to our named executive officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named executive officer. See Note 5 to the consolidated financial statements for the fiscal years ended September 30, 2024 and 2023 included on Form 10-K for the fiscal year ended September 20, 2024, and Note 4 to our audited consolidated financial statements for the fiscal year ended September 30, 2025 (which appears in the 2025 Annual Report). | | (3) Amounts listed include discretionary bonuses paid to our named executive officers for their performance during the applicable year. | | (4) For non-employee executive officers, amounts reflect compensation paid as consulting fees and for employee executive officers, amounts reflect matching contributions made by us under our 401(k) plan. | | (5) Dr. Heidet commenced employment as our Chief Technology Officer in March 2025. On June 22, 2026, we terminated Dr. Heidet’s employment with our company. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated Future Payouts under Non-equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: # of Shares of | All Other Option Awards: # of Securities | Exercise or Base Price of Option | Grant Date Fair Value of Stock and | | Name | Type of Award | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($)(2) | Threshold ($) | Target ($)(1) | Maximum ($)(2) | Stock or Units (#) | Underlying Options (#) | Awards ($/Share) | Option Awards ($) | | Jay Jiang Yu | RSU | 06/03/25 | — | — | — | — | — | — | 137,700 | | | $4,018,086 | | | SO | 03/13/25 | — | — | — | — | — | — | | 300,000 | $28.32 | $6,043,422 | | James Walker | RSU | 06/03/25 | — | — | — | — | — | — | 86,064 | | | $2,511,348 | | | SO | 03/13/25 | — | — | — | — | — | — | | 300,000 | $28.32 | $6,043,422 | | Jaisun Garcha | RSU | 06/03/25 | — | — | — | — | — | — | 51,645 | | | $1,507,001 | | | SO | 03/13/25 | — | — | — | — | — | — | | 150,000 | $28.32 | $3,021,711 | | Florent Heidet(1) | RSU | 06/03/25 | — | — | — | — | — | — | 27,555 | | | $804,055 | | | SO | 03/13/25 | — | — | — | — | — | — | | 338,000 | $26.97 | $6,812,116 |
Grants of Plan-Based Awards
(1) On June 22, 2026, we terminated Dr. Heidet’s employment with our company.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 There were no equity awards that vested in 2025 from previous grants and awards by our NEOs. There was no issuance of shares of common stock as equity awards to any of directors during the fiscal years ended September 30, 2025.
Outstanding Equity Awards Held by NEOs as of September 30, 2025
Outstanding Equity Awards Held by NEOs as of September 30, 2025 The following table illustrates outstanding equity awards held by our NEOs as of September 30, 2025.
Outstanding Equity Awards Held by NEOs as of September 30, 2025
| | | Option Awards | | | | Stock Awards (RSUs) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($)(1) | | | 06/03/25 | — | — | — | — | 137,700 | $5,309,712 | | Jay Jiang Yu | 02/10/23 | 500,000 | — | $1.50 | 02/10/26 | — | — | | | 06/07/23 | 200,000 | — | $3.00 | 06/07/26 | — | — | | | 03/13/25 | 300,000 | — | $28.32 | 03/13/35 | — | — | | | 06/03/25 | — | — | — | — | 86,064 | $3,318,628 | | James Walker | 02/10/23 | 500,000 | — | $1.50 | 02/10/26 | — | — | | | 06/07/23 | 200,000 | — | $3.00 | 06/07/26 | — | — | | | 03/13/25 | 300,000 | — | $28.32 | 03/13/35 | — | — | | | 06/03/25 | — | — | — | — | 51,645 | $1,991,431 | | Jaisun Garcha | 02/10/23 | 150,000 | — | $1.50 | 02/10/26 | — | — | | | 06/07/23 | 40,000 | — | $3.00 | 06/07/26 | — | — | | | 03/13/25 | 150,000 | — | $28.32 | 03/13/35 | — | — | | Florent | 06/03/25 | — | — | — | — | 27,555 | $1,062,521 | | Heidet(2) | 03/13/25 | 338,000 | — | $26.97 | 03/06/35 | — | — |
Outstanding Equity Awards Held by NEOs as of September 30, 2025
(1) Based on stock price of $38.56 as of September 30, 2025. (2) On June 22, 2026, we terminated Dr. Heidet’s employment with our company.
Compensation of Directors
Compensation of Directors
Summary Director Compensation Table
Summary Director Compensation Table Our directors who are also executives of our company do not receive compensation in their capacity as directors. The following table shows the compensation paid to our non-executive directors for the years ended September 30, 2025, 2024 and 2023.
Summary Director Compensation Table
| Name | Year | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Dr. Tsun Yee Law | 2025 | $50,000 | $100,029 | $100,724 | - | - | - | $250,753 | | Independent Director | 2024 | $25,000 | $- | - | - | - | - | $25,000 | | | 2023 | $15,000 | $- | $8,553 | - | - | - | $23,553 | | Diane Hare | 2025 | $50,000 | $100,029 | 100,724 | - | - | - | $250,753 | | Independent Director | 2024 | $35,000 | - | - | - | - | - | $35,000 | | | 2023 | $5,000 | - | $35,019 | - | - | - | $40,019 | | Dr. Kenny Yu | 2025 | $50,000 | $100,029 | $100,724 | - | - | - | $250,753 | | Independent Director | 2024 | $35,000 | - | - | - | - | - | $35,000 | | | 2023 | $5,000 | - | $35,019 | - | - | - | $40,019 | | Dr. Seth Berl | 2025 | $50,000 | $437,700 | - | - | - | - | $487,700 | | Independent Director | 2024 | - | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | - |
Summary Director Compensation Table
| (1) Consists of consulting fees or directors fees paid and accrued pursuant to their respective consulting agreements with us. |
Summary Director Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of RSU awards granted to our directors during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable director. See Note 4 in our audited consolidated financial statements for the fiscal year ended September 30, 2025 for a discussion of the relevant assumptions used in calculating these amounts. The number of RSUs subject to each award was determined by dividing the dollar-denominated value by our closing price on the grant date. | | (3) Amounts reflect the aggregate grant date fair value of stock options granted to our directors during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable director. See Note 5 to the consolidated financial statements for the fiscal years ended September 30, 2024 and 2023 included in our Annual Report on Form 10-K for the fiscal year ended September 20, 2024, and Note 4 to our audited consolidated financial statements for the fiscal year ended September 30, 2025 (which appears in the 2025 Annual Report). |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 There was no issuance of shares of common stock as equity awards to any of directors during the fiscal years ended September 30, 2025.
Outstanding Equity Awards Held by Independent Directors as of September 30, 2025
Outstanding Equity Awards Held by Independent Directors as of September 30, 2025
Outstanding Equity Awards Held by Independent Directors as of September 30, 2025
| | | Option Awards | | | | Stock Awards (RSUs) | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | 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 ($)(1) | | | 06/03/25 | — | — | — | — | 3,428 | $132,184 | | Dr. Tsun Yee Law | 02/10/23 | 30,000 | — | $1.50 | 02/10/26 | — | — | | | 03/13/25 | 5,000 | — | $28.32 | 03/13/35 | — | — | | | 06/03/25 | — | — | — | — | 3,428 | $132,184 | | Diane Hare | 06/07/23 | 40,000 | — | $3.00 | 06/07/26 | — | — | | | 03/13/25 | 5,000 | — | $28.32 | 03/13/35 | — | — | | | 06/03/25 | — | — | — | — | 3,428 | $132,184 | | Dr. Kenny Yu | 06/07/23 | 40,000 | — | $3.00 | 06/07/26 | — | — | | | 03/13/25 | 5,000 | — | $28.32 | 03/13/35 | — | — | | Dr. Seth Berl | 06/03/25 | — | — | — | — | 15,000 | $578,400 |
Outstanding Equity Awards Held by Independent Directors as of September 30, 2025
(1) Based on stock price of $38.56 as of September 30, 2025.
Indemnification of Directors and Officers
Indemnification of Directors and Officers Our governing documents provide that to the fullest extent permitted under the NRS (including, without limitation, to the fullest extent permitted under NRS 78.7502 and 78.751(3)) and other applicable law, that we shall indemnify our directors and officers in their respective capacities as such and in any and all other capacities in which any of them serves at our request. Nevada Revised Statutes (“NRS”) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law. NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. NRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. NRS 78.7502(3) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant to NRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances. The determination must be made (i) by the stockholders; (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides that the corporation’s articles of incorporation or bylaws, or an agreement made by the corporation, may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. Under the NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751:
Indemnification of Directors and Officers
| ● | Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and | | ● | Continues for a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors and administrators of such a person. |
Indemnification of Directors and Officers
A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our Bylaws provide that the number of directors shall be established from time to time by our Board of Directors pursuant to resolution adopted by a majority of the full Board of Directors. Our Board of Directors has fixed the number of directors at six, and we currently have six directors serving on the Board. Our Bylaws provide that the business and affairs of the Company shall be managed under the direction of a Board of Directors which shall consist of not less than one (1) director and not more than fifteen (15) directors. Directors must stand for re-election no later than the annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled only by vote of a majority of the directors then in office and will not be filled by the stockholders, unless the Board determines by resolution that any such vacancy or newly created directorship will be filled by the stockholders. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation or removal.
Current Directors and Terms
Current Directors and Terms Our current directors, their respective positions and initial terms of office are set forth below.
Current Directors and Terms
| Name | Age | Positions Held | Initial Term of Office | | Jay Jiang Yu | 45 | President, Secretary, and Chairman of the Board of Directors | February 8, 2022 | | James Walker | 43 | Chief Executive Officer and Director | February 8, 2022 | | Dr. Tsun Yee Law | 43 | Independent Director | February 8, 2022 | | Diane Hare | 36 | Independent Director | April 28, 2023 | | Dr. Kenny Yu | 40 | Independent Director | May 8, 2023 | | Dr. Seth Berl | 34 | Independent Director | June 1, 2025 |
Nominees for Director
Nominees for Director All current directors have been nominated by the Board to stand for election. As the directors’ current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, all directors will each serve for a term expiring at the annual meeting to be held in 2027 (the “2027 Annual Meeting”) and the election and qualification of her or his successor, or until her or his earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.
Information About Board Nominees
Information About Board Nominees This Proxy Statement contains certain biographical information as of the Record Date for each nominee for director (refer to Executive Officers and Directors section), including all positions she or he holds, her or his principal occupation and business experience, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director. We believe that all of our directors and nominees: display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.