DEF 14A of Datacentrex, Inc.
Filed Oct 15, 2026 · FY20250001493152-26-047170
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of five directors, and their terms will expire at the 2026 Annual Meeting. Directors are elected at the annual meeting of shareholders each year and hold office until their resignation or removal or their successors are duly elected and qualified. Parker Scott, Robert Steele, Christopher Ensey, Allan Evans, and Christopher R. Moe have each been nominated to serve as directors and have agreed to stand for election. If the nominees are elected at the 2026 Annual Meeting, then each nominee will serve for a one-year term expiring at the 2027 Annual Meeting and until his successor is duly elected and qualified. If no contrary indication is made, with the potential exception of proxies submitted for shares held in street name, proxies will be voted “FOR” Parker Scott, Robert Steele, Christopher Ensey, Allan Evans and Christopher R. Moe or, in the event that any such individual is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our Board to fill the vacancy.
Recommendation of our Board
Recommendation of our Board Our Board unanimously recommends that the shareholders vote “FOR” the election of all of our director nominees at the 2026 Annual Meeting.
Nominees for Election to the Board
Nominees for Election to the Board
Nominees for Election to the Board
| Nominee | Age as of the Record Date | Position(s) | | Parker Scott | 31 | Chief Executive Officer and Chairman | | Robert Steele | 60 | Chief Financial Officer and Director | | Christopher Ensey | 47 | Director | | Allan Evans | 43 | Director | | Christopher R. Moe | 70 | Director |
Nominees for Election to the Board for a Term Expiring at the 2027 Annual Meeting of Shareholders
Nominees for Election to the Board for a Term Expiring at the 2027 Annual Meeting of Shareholders
Non-Employee Director Compensation
Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee director of our board of directors during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our board of directors in such period.
Non-Employee Director Compensation
| Name (7) | Fees Earned or Paid in Cash ($)(5) | Stock Awards ($)(1)(2)(4)(6) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Christopher Ensey | $2,521 | $1,137,499 | $- | $- | $1,140,020 | | Christopher R. Moe | $2,740 | $349,999 | $- | $- | $352,739 | | Allan Evans | $2,630 | $349,999 | $- | $- | $352,629 | | Robert Haag, former director | $22,500 | $- | $- | $- | $22,500 | | Joanna Massey, former director | $28,790 | $- | $- | $- | $28,790 | | Paul Dickman, former director | $28,790 | $- | $- | $- | $28,790 | | Total: | $- | $- | $- | $- | $1,925,486 |
Non-Employee Director Compensation
| (1) Amounts reflect the aggregate grant date fair value of restricted stock awards granted during fiscal year 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. We valued the restricted stock awards at $3.38 per share for purposes of our accounting income recognition and the disclosure in this table. |
Non-Employee Director Compensation
| (2) For Mr. Ensey, this amount also includes the value of 150,000 shares of restricted common stock granted to Mr. Ensey on October 14, 2025, which grant is evidenced by a Restricted Stock Award Agreement under the 2025 Plan, (the “Ensey Restricted Grant”). Under the original terms of the Restricted Stock Award Agreement, the award was to vest in full upon the closing of the common stock acquisition. On November 21, 2025, the board of directors, pursuant to its discretion under the 2025 Plan, elected to accelerate and vest 25,000 of the shares subject to the award as of that date, provided that the remaining 125,000 shares remained subject to the vesting terms originally provided under the Restricted Stock Award Agreement. The Restricted Stock Award Agreement governing the Ensey Restricted Grant includes the modified vesting terms described herein. All 150,000 shares were fully vested as of December 31, 2025. The fair value of the modified award on the modification date ($3.78 per share) did not exceed the original grant date fair value ($5.25 per share); accordingly, no incremental compensation cost was recognized as a result of the modification. |
Non-Employee Director Compensation
| (3) On October 29, 2024, each of Messrs. Dickman, Haag, and Ms. Massey was granted an option to purchase 138,000, 120,000, and 120,000 shares of common stock, respectively, at an exercise price of $5.00 per share with a one-year cliff vest (the “Prior Director Options”). No option awards were granted to former directors during fiscal year 2025. The grant date fair value of the Prior Director Options was recognized in the fiscal year ended December 31, 2024. As of December 31, 2025, the Prior Director Options remained outstanding and fully vested. |
Non-Employee Director Compensation
| (4) Each of Messrs. Evans, Moe, and Ensey were granted 103,550 shares of restricted common stock pursuant to the Omnibus Plan on December 22, 2025, evidenced by written action of the Compensation Committee (the “New Director Restricted Grants”). The New Director Awards shall vest in three equal annual installments beginning on June 1, 2026, subject to continued board of directors service, the establishment of a Rule 10b5-1 trading plan, and certain additional conditions. |
Non-Employee Director Compensation
| (5) Cash fees reflect amounts earned for board of directors and committee service during fiscal year 2025, pro-rated from each director’s appointment date, including, with respect to Messrs. Ensey, Moe, and Evans, amounts earned and paid in early January 2026. |
Non-Employee Director Compensation
| (6) On August 4, 2025, each of directors Dickman, Haag, and Massey were granted restricted common stock (with respect to 50,000, 500,000, and 50,000 shares, respectively), pursuant to the 2025 Plan, and each of directors Dickman, Haag, and Massey, together with the Company and effective November 12, 2025, mutually rescinded 100% of such shares of restricted stock such that each grant was void ab initio. |
Non-Employee Director Compensation
| (7) The following changes to the board of directors of the Company took place as of the following dates: Robert Haag resigned effective October 4, 2025; Christopher Ensey was appointed effective October 14, 2025; Joanna Massey and Paul Dickman resigned effective December 15, 2025; and Messrs. Evans, Moe, and Ensey were appointed effective December 15, 2025. |
Non-Employee Director Compensation
Narrative Summary to Director Compensation. The director compensation structure is designed to attract and retain experienced, independent board members and is intended to align the directors’ interests with those of Company shareholders. All compensation arrangements described above supersede any prior agreements. For fiscal 2025, independent directors of the Company received compensation for board of directors and committee service, as applicable, consisting of both cash compensation and equity grants, as detailed in the Director Compensation Table. Amounts in the Director Compensation Table reflect compensation earned in the fiscal year, whether paid in cash or equity and all outstanding grants as of December 31, 2025. Independent Director Agreements dated December 26, 2025 On December 26, 2025, the Company entered into agreements (the “Independent Director Agreements”), which form of agreement was approved by the Company’s board of directors effective December 15, 2025 with the Company’s new independent directors, Christopher Ensey, Christopher R. Moe, and Allan Evans (the “Independent Directors”). Under the Independent Director Agreements, each Independent Director will be entitled to (i) annual cash compensation totaling $30,000 (ii) an initial grant under the Omnibus Plan of 103,550 shares of restricted common stock, on such terms and subject to such conditions as determined by the Compensation Committee (which shares of restricted common stock were granted effective December 22, 2025), (iii) thereafter, a grant of shares of restricted common stock with respect to a number of shares equal in value (determined using the fair value as of the date of grant) to $190,000. The Independent Directors will be entitled to additional annual cash compensation for service on committees of the board of directors, as follows: Audit Committee members will receive $10,000 and the chair will receive $20,000; Compensation Committee members will receive $7,500 and the chair will receive $15,000; and Nominating and Corporate Governance Committee members will receive $5,000 and the chair will receive $10,000. The Independent Directors’ committee service is as follows:
Non-Employee Director Compensation
| ● | Mr. Ensey: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (Chair) | | ● | Dr. Evans: Audit Committee, Compensation Committee (Chair), Nominating and Corporate Governance Committee | | ● | Mr. Moe: Audit Committee (Chair), Compensation Committee, Nominating and Corporate Governance Committee |
Non-Employee Director Compensation
Prior Director Compensation Arrangements Cash Compensation: Each former non-employee director (Mr. Paul Dickman, Mr. Robert Haag, and Ms. Joanna Massey, collectively, the “Prior Directors”) was entitled to receive a cash retainer of $2,500 per month, which included payment for board of directors service and for acting as chair on one committee (as noted below). Equity Awards: The Prior Directors were previously granted the Prior Director Options, as reflected in Non-Employee Director Compensation Table and as further described in Footnote 3 thereto. Each of the Prior Directors terminated their service with the Company effective December 15, 2025. Other Benefits: Directors are eligible for coverage under the Company’s directors’ and officers’ insurance coverage policy, and for reimbursement of reasonable, pre-qualified business expenses incurred in the performance of their duties. The Company does not currently offer pension, deferred compensation, or other perquisites to independent directors beyond standard expense reimbursement.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (4) | Stock awards ($) (1) | Option awards ($) (1) | Nonequity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) (1) | Total ($) | | Parker Scott | 2025 | 8,654 | - | 4,225,000(8) | - | - | - | - | 4,233,654 | | CEO | 2024 | - | - | - | - | - | - | - | - | | Robert Steele | 2025 | 185,396 | - | - | - | - | - | - | 185,396 | | CFO, former CEO | 2024 | 83,578 | 50,000 | - | 2,469,658(5) | - | - | 1,320(3) | 2,604,556 | | Isaac Dietrich | 2025 | 182,075 | 32,137 | | -(7) | - | - | 42,000(2) | 256,212 | | Former CFO | 2024 | 74,481 | 25,000 | - | 740,898(6) | - | - | - | 840,379 |
Summary Compensation Table
| (1) These amounts are the aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal year. The aggregate fair value is computed in accordance with FASB ASC Topic 718. We valued the restricted stock awards at $3.38 per share for purposes of our accounting income recognition and the disclosure in this table. | | (2) Mr. Dietrich received $42,000 in severance benefits upon his resignation as Chief Financial Officer. | | (3) Mr. Steele received executive perquisites of $1,320 for his home internet service during the year ended December 31, 2024. | | (4) Represents payments of discretionary bonuses for performance during the applicable years as determined by the board of directors, and as further described below Bonus Arrangements. |
Summary Compensation Table
| (5) Mr. Steele was granted the Steele Option (as defined below) to purchase 500,000 shares of the Company’s common stock on October 29, 2024, with a strike price of $5.00 per share (as set forth on the Outstanding Equity Awards table below). The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 148.38 – 154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years. | | (6) Mr. Dietrich was granted the Dietrich Option (as defined below) with respect to 150,000 shares of the Company’s common stock, with a strike price of $5.00 per share (as set forth on the Outstanding Equity Awards table below). The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 148.38 – 154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years. | | (7) Mr. Dietrich was awarded 50,000 shares of restricted common stock pursuant to the 2025 Plan (as defined below) with a fair value of $625,000 for services rendered during the year ended December 31, 2025. Mr. Dietrich together with the Company, effective November 12, 2025, mutually rescinded 100% of such shares of restricted stock such that each grant was void ab initio. | | (8) Mr. Scott was granted the Scott Restricted Stock Grant (as defined below) with respect to 1,250,000 shares of common stock of the Company. |
Summary Compensation Table
At no time during the periods listed in the above tables, with respect to any Named Executive Officers, was there:
Summary Compensation Table
| ● | any outstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined); |
Summary Compensation Table
| ● | any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts; |
Summary Compensation Table
| ● | any non-equity incentive plan award made to a Named Executive Officer; or |
Summary Compensation Table
| ● | any nonqualified deferred compensation plans including nonqualified defined contribution plans. |
Narrative Disclosure to the Summary Compensation Table
Narrative Disclosure to the Summary Compensation Table Parker Scott - Chief Executive Officer Employment Agreement On December 22, 2025, the Company entered into an employment agreement (the “Scott EA”) with Parker Scott. Pursuant to the Scott EA, Mr. Scott will serve as the Chief Executive Officer and (i) receive a base salary at an annual rate of $450,000 (the “Base Salary”), in substantially equal installments in accordance with the regular payroll practices of the Company, (ii) be eligible to earn a bonus with a target bonus opportunity equal to 100% of the Base Salary (the “Target Annual Bonus”) with the amount earned to be based on achievement of factors as determined by the board of directors or the Compensation Committee, and (iii) be a participant in the Company’s equity-based compensation programs and receive an initial long-term award of 1,250,000 shares of restricted common stock. Mr. Scott will also serve as the Chairman of the board of directors of the Company for no additional consideration. Under the Scott EA, in the event of termination of Mr. Scott by the Company for Cause (as such term is defined in the Scott EA), Mr. Scott will be entitled only to, as of the date of such termination, his earned but yet unpaid Base Salary, accrued and unused paid time off, any applicable vested benefit plan entitlements, and any amount of the Annual Bonus which was actually earned and yet unpaid with respect to the calendar year preceding the year of the termination (such terms as defined in the Scott EA, and collectively, the “Accrued Benefits”). If however, Mr. Scott is terminated by the Company without Cause or by Mr. Scott for Good Reason (as defined in the Scott EA), then Mr. Scott will be entitled to (i) the Accrued Benefits, (ii) severance payments in an amount in cash equal one year’s Base Salary and Target Annual Bonus (as defined in the Scott EA, and payable in substantially equal monthly installments over the 12-month period following termination), (iii) the portion of the Annual Bonus actually accrued for the year of the termination as of the date of such termination (to be determined and paid at the time annual bonuses are paid to senior executives of the Company for such year) (the “Pro Rata Annual B onus”), (iv) all unvested equity grants then outstanding shall immediately vest, and (v) subject to Mr. Scott’s timely election, continuation of coverage under the Consolidated Omnibus Budget continuation of group health benefits at the Company’s expense for up to 18 months following termination. In the event of termination by the Company without Cause or Mr. Scott resigns for Good Reason within 24 months following a Change in Control (as defined in the Scott EA), Mr. Scott will instead be entitled to a lump sum payment equal to the sum of (i) two times the Base Salary and (ii) the Target Annual Bonus for the year of such termination; the Pro Rata Annual Bonus for the year of such termination; immediate vesting of all equity grants; and continuation of group health benefits at the Company’s expense for up to 18 months following termination. Equity Award. On December 22, 2025, pursuant to the Omnibus Plan (as defined below) and as approved by the Compensation Committee, Parker Scott was granted 1,250,000 shares of restricted common stock at a grant date fair value of $3.38 per share, for a total grant date fair value of $4,225,000 (the “Scott Restricted Stock Grant”). The Scott Restricted Stock Grant shall vest in three equal annual installments commencing on June 1, 2026, and subject to Mr. Scott’s continued service through each such vesting date and to certain additional conditions. Robert Steele - Chief Financial Officer (former Chief Executive Officer, Chairman of the board of directors, and President) Employment Agreement Effective May 30, 2024, the Company and Mr. Steele entered into an Executive Employment Agreement, which, among other things, employed Mr. Steele as the Chief Executive Officer of the Company (the “Steele EA”). Following the Company’s uplisting to a national stock exchange, Mr. Steele’s salary was increased to $168,000, payable in periodic instalments in accordance with the Company’s customary payroll practices and applicable wage payment and withholdings laws and requirements. Additionally, Mr. Steele’s base salary was subject to increase upon the achievement of certain net monthly advertising revenue milestones, as follows:
Narrative Disclosure to the Summary Compensation Table
| ● | $250,000 annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months; | | ● | $350,000 annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months; and | | ● | $500,000 annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive months. |
Narrative Disclosure to the Summary Compensation Table
Mr. Steele was eligible under the Steele EA to receive a one-time $50,000 past performance bonus upon uplisting to a national exchange, subject to his continued employment at that time. On October 31, 2024, the Company paid Mr. Steele a past performance bonus of $50,000. The Steele EA provides that he may also be eligible for annual bonuses at the board of directors’ discretion, based on corporate and individual performance. Pursuant to the Steele EA, Mr. Steele was eligible for fringe benefits and perquisites, and to participate in all benefit plans, programs, and policies made available to similarly situated executives, subject to board of directors’ approval and applicable plan terms. He determined his own vacation schedule, consistent with Company operating requirements. Business expenses are reimbursed in line with Company policy. Mr. Steele was indemnified to the fullest extent available to other officers and directors under the Company’s policies. If Mr. Steele’s employment were terminated by the Company without cause and he was able and willing to remain employed, he would receive six months’ base salary (payable monthly or in a lump sum at the Company’s discretion), subject to a customary release. Effective December 15, 2025, Mr. Steele resigned from his position as the CEO to become the Chief Financial Officer of the Company. Equity Award On October 29, 2024, Mr. Steele was granted an option to purchase 500,000 shares of common stock (the “Steele Option”) pursuant to the 2024 Plan (as defined below) (subject to the terms and conditions of the Company’s form of Stock Option Agreement under the 2024 Plan) at an exercise price of $5.00 per share. Twenty-five percent (25%) of the Steele Option shall vest on January 1, 2025, and the remaining seventy-five percent (75%) shall vest monthly over 48 months starting January 1, 2025. Upon termination/resignation of his employment with the Company, Mr. Steele has 90 days to exercise the vested portion of the Steele Option, provided that if he is terminated for cause then he shall forfeit the entire Steele Option (whether vested or unvested). He may exercise on a cashless basis pursuant to a formula defined in his agreement. Isaac Dietrich - Former Chief Financial Officer Employment Agreement From September 19, 2022 to October 28, 2024, Mr. Dietrich was compensated $5,000 per month for his services as Director of Finance. The monthly cash fee was waived from September to December 2023. Mr. Dietrich was compensated 24,000 shares of common stock with a fair value of $166,500 for services rendered during the year ended December 31, 2023. Effective October 29, 2024, the Company and Mr. Dietrich entered into an Executive Employment Agreement, which, among other things, employed Mr. Dietrich as the Chief Financial Officer of the Company (and superseded the previous employment agreement in its entirety) (the “Dietrich EA”). Following the Company’s uplisting to a national stock exchange. Mr. Dietrich was paid a salary of $168,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment and withholdings laws and requirements. Additionally, Mr. Dietrich’s base salary was subject to increase upon the achievement of certain net monthly advertising revenue milestones, as follows:
Narrative Disclosure to the Summary Compensation Table
| ● | $250,000 annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months; | | ● | $250,000 annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months; and | | ● | $350,000 annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive months. |
Narrative Disclosure to the Summary Compensation Table
Mr. Dietrich was eligible under the Dietrich EA to receive a one-time $25,000 past performance bonus upon uplisting to a national exchange, subject to his continued employment at that time. On October 31, 2024, the Company paid Mr. Dietrich a past performance bonus of $25,000. The Dietrich EA provided that he may also be eligible for annual bonuses at the board of directors’ discretion, based on corporate and individual performance. Additionally, in the 2025 year, the Company paid Mr. Dietrich two discretionary performance bonuses, in the aggregate amount of $32,137. Under the Dietrich EA, Mr. Dietrich was entitled to fringe benefits and perquisites consistent with those provided to similarly situated Company executives, and to participate in all benefit plans, subject to board of directors and plan terms. He may take vacation as his duties allow, coordinating with management. Business expenses are reimbursed according to Company policy. Indemnification was provided to the fullest extent available under Company policy. If Mr. Dietrich’s employment were terminated by the Company without cause and he was able and willing to remain employed, he would receive three months’ base salary (payable monthly or in a lump sum at the Company’s discretion) contingent on execution of a release. The Dietrich EA terminated upon Mr. Dietrich’s resignation, effective December 15, 2025. Mr. Dietrich and the Company entered into a “Transition and Separation Agreement,” effective as of December 10, 2025, pursuant to which he will continue to provide transition support services to the Company until the date of this filing (the “Dietrich End Date”), for which he will be compensated with a grant of restricted share units with respect to 70,000 shares of the Company’s common stock pursuant to the Omnibus Plan, which grant shall be made on or about January 2, 2026, which units shall vest as of the Dietrich End Date, and subject to his continued provision of services pursuant to such agreement. If the Transition and Separation Agreement is terminated by the Company without cause prior to the Dietrich End Date, then the award of restricted share units shall accelerate and vest in full as of the date of such termination. In consideration for Mr. Dietrich’s execution of a release of claims in connection with the entering into of the Transition and Separation Agreement, the Company paid to Mr. Dietrich as a severance benefit, a cash sum equal to $42,000. Equity Award On October 29, 2024, Mr. Dietrich was granted an option to purchase 150,000 shares of common stock (the “Dietrich Option”) pursuant to the 2024 Plan (subject to the terms and conditions of the Company’s form of Stock Option Agreement under the 2024 Plan) at an exercise price of $5.00 per share. Under the Dietrich Option, 25% of the Dietrich Option was to vest on January 1, 2025, and the remaining 75% was to vest monthly over 48 months starting January 1, 2025. Upon termination/resignation, Mr. Dietrich has 90 days to exercise the vested portion of the Dietrich Option, provided that if he is terminated for cause then he shall forfeit the entire Dietrich Option (whether vested or unvested). He may exercise on a cashless basis pursuant to a formula defined in his agreement. As of December 15, 2025, (the “Dietrich Transition Time”) 66,708 of the shares subject to the Dietrich Option were vested, and 83,292 of the shares subject to the Dietrich Option were unvested (and forfeited as of the Dietrich Transition Time).
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding awards held by each of our Named Executive Officers that were outstanding as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | Restricted Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable (1) | Equity incentive plan awards: Number of securities underlying unexercised earned options (#) | Option Exercise price($) | 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 ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards; Market or payout value of unearned shares, units or other rights that have not vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Robert Steele | - | 256,256 | 243,744 | $5.00 | 10/29/2034 | - | - | - | - | | Isaac Dietrich | - | - | 66,708 | $5.00 | 10/29/2034 | - | - | - | - | | Parker Scott | - | - | - | - | - | - | - | 1,250,000 | 3,437,500 |
Outstanding Equity Awards as of December 31, 2025
| (1) The options shall vest per the following schedule: 25% on January 1, 2025 and the remaining 75% vesting in 48 equal monthly installments commencing January 1, 2025. | | (2) Market value is calculated based on the closing price of the Company’s common stock on December 31, 2025 of $2.75 per share. | | (3) The Scott Restricted Stock Grant shall vest in three equal annual installments commencing on June 1, 2026. |
Outstanding Equity Awards as of December 31, 2025
Disclosure of the Company’s policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information. The Company does not have a written policy in place regarding the timing of the grant and issuance of stock options in relation to the release of material non-public information. Historically, the Company has granted stock option awards on an annual basis and as may otherwise be deemed appropriate by our board of directors or compensation committee from time to time based on the facts and circumstances, as applicable. The Company has not intentionally timed the grant of stock options in anticipation of the release of material nonpublic information, nor have we intentionally timed the release of material nonpublic information based on stock option grant dates. During fiscal year 2025, the Company did not grant stock options (or similar awards) to any of our Named Executive Officers during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.