Cloudastructure, Inc PRE 14A, filed Jul 1, 2025

Cloudastructure, Inc. (CSAI)

PRE 14A 2025-07-01 For: 2025-09-05

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

TABLE OF CONTENTS
	Page
2025 PROXY STATEMENT QUESTIONS AND ANSWERS	4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	7
PROPOSAL 1: ELECTION OF DIRECTOR	9
CODE OF CONDUCT	10
INSIDER TRADING ARRANGEMENTS AND POLICIES	10
ANTI-HEDGING AND ANTI-PLEDGING POLICY	10
DIRECTOR INDEPENDENCE	10
MEETING ATTENDANCE	10
BOARD COMMITTEES AND FUNCTIONS	10
LEADERSHIP STRUCTURE AND THE BOARD’S ROLE IN RISK OVERSIGHT	11
STOCKHOLDER COMMUNICATIONS WITH THE BOARD	11
STOCKHOLDER NOMINEES FOR DIRECTOR	11
REPORT OF OUR AUDIT COMMITTEE	11
DISCLOSURE OF FEES PAID TO OUR INDEPENDENT AUDITORS	11
PRE-APPROVAL POLICY	12
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS	13
PROPOSAL 3: PROPOSAL FOR APPROVAL OF FINANCING TRANSACTION WITH STREETERVILLE CAPITAL, LLC	14
PROPOSAL 4: PROPOSAL TO APPROVE THE CLOUDASTRUCTURE, INC. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN	17
EXECUTION COMPENSATION	21
RELATED PARTY TRANSACTIONS	25
STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING	25
GENERAL	25


Date:	September 5, 2025

Time:	1 p.m., Pacific time

Virtual Meeting URL:	www.virtualshareholdermeeting.com/CSAI2025

	1.	To elect one director to serve a three-year term expiring in 2028;
	2.	To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
	3.	To vote on a proposal to authorize us to issue additional shares of our Series 2 Convertible Preferred Stock, and shares of Class A common stock issuable upon conversion of such preferred stock, in one or more private placements in excess of 20% of our outstanding common stock pursuant to a financing transaction we have entered into with Streeterville Capital, LLC;
	4.	To vote on a proposal to approve the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan; and
	5.	To transact any other business that is properly submitted before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

	·	Class A Common Stock (“Class A Shares”) – Except as noted below, holders of Class A Shares are entitled to vote on each proposal described in this proxy statement. Holders of Class A Shares are entitled to 1 vote per Class A Share held on the Record Date.

	·	Class B Common Stock (“Class B Shares”) – Holders of Class B Shares are entitled to vote on each proposal described in this proxy statement. Holders of Class B Shares are entitled to 20 votes per Class B Share held on the Record Date.

	·	Series 1 Convertible Preferred Stock (“Series 1 Shares”) – Except as noted below, holders of Series 1 Shares are entitled to vote on each proposal described in this proxy statement. Holders of Series 1 Shares are entitled to 1 vote for each share of Class A common stock into which such Series 1 Share is convertible as of the Record Date.

	·	Series 2 Convertible Preferred Stock (“Series 2 Shares”) – Except as noted below, holders of Series 2 Shares are entitled to vote on each proposal described in this proxy statement. Holders of Series 2 Shares are entitled to 1 vote for each share of Class A common stock into which such Series 2 Share is convertible as of the Record Date.

	·	By Telephone: Call toll-free 1-800-690-6903 and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice of Internet Availability of Proxy Materials in hand. The deadline for voting by phone is 11:59 p.m., Eastern Time, September 4, 2025.

	·	In Writing: Complete, sign, date, and return the proxy card in the return envelope provided with your proxy card.

	·	At the Annual Meeting: To attend the meeting virtually and cast your vote, please log on to the Internet at www.virtualshareholdermeeting.com/CSAI2025. At this site you will be able to vote electronically.

	1.	delivering written notice of revocation to the Corporate Secretary of Cloudastructure, Inc., 228 Hamilton Ave., 3^rd Floor, Palo Alto, California 94301;

	2.	submitting another properly completed proxy card that is later dated;

	3.	voting by telephone at a subsequent time;

	4.	voting by the Internet at a subsequent time; or

	5.	voting at the Annual Meeting.

	·	has properly submitted a signed proxy card or other form of proxy (through the telephone or Internet); or
	·	is present at the Annual Meeting.

	·	[●] Class A Shares (1 vote per share)
	·	[●] Class B Shares (20 votes per share)
	·	[●] Series 1 Shares (1 vote per share)
	·	[●] Series 2 Shares (1 vote per share)

	·	each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our Class A Shares and Class B Shares;

	·	each of our directors and executive officers; and

	·	all of our directors and executive officers as a group

†	The Series 1 Shares and the Series 2 Shares are each convertible at any time by the holder into Class A Shares by (i) multiplying the then-current Stated Value (as defined in the applicable Certificate of Designations) by the number of shares being converted, and (ii) dividing the resultant amount by the then-applicable Conversion Price (as defined in the applicable Certificate of Designations).
‡	The Class B Shares are convertible at any time by the holder into Class A Shares on a share-for-share basis, such that each holder of Class B Shares beneficially owns an equivalent number of Class A Shares.
§	The percentage of total voting power represents voting power with respect to our Series 1 Shares, Series 2 Shares, Class A Shares, and Class B Shares, as one class. Our Series 1 Shares and Series 2 Shares are each entitled to vote on an as-converted basis with our shares of common stock. Each holder of our Class A Shares is entitled to 1 vote per share and each holder of our Class B Shares is entitled to 20 votes per share. Holders of our Series 1 Shares, Series 2 Shares, Class A Shares, and Class B Shares will vote together as one class on all matters submitted to a vote of our stockholders, except as otherwise expressly provided in our Second Amended and Restated Certificate of Incorporation, the Certificate of Designations for the Series 1 Shares, the Certificate of Designations for the Series 2 Shares, or as required by applicable law.
⁽¹⁾	Includes [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Mr. McCormick have entered into a Lock-Up Agreement that prohibits Mr. McCormick from transferring or disposing of any Class A Shares or related securities until August 18, 2025.
⁽²⁾	Includes [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Mr. Rayzman have entered into a Lock-Up Agreement that prohibits Mr. Rayzman from transferring or disposing of any Class A Shares or related securities until August 18, 2025. The Company and Mr. Rayzman have also entered into a Standstill Agreement pursuant to the terms of which Mr. Rayzman has irrevocably agreed that he will not acquire through purchase, by transfer or assignment, or in any other manner, directly or indirectly, shares of common stock of the Company that would result in Mr. Rayzman owning in excess of 49% of the Company’s voting power.
⁽³⁾	Includes [●] Class A Shares and [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Mr. Smitherman have entered into a Lock-Up Agreement that prohibits Mr. Smitherman from transferring or disposing of any Class A Shares or related securities until August 18, 2025.
⁽⁴⁾	Includes [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Ms. O’Brien have entered into a Lock-Up Agreement that prohibits Ms. O’Brien from transferring or disposing of any Class A Shares or related securities until August 18, 2025.
⁽⁵⁾	Includes [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Ms. Qashu have entered into a Lock-Up Agreement that prohibits Ms. Qashu from transferring or disposing of any Class A Shares or related securities until August 18, 2025.
⁽⁶⁾	Includes [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Mr. Kirby have entered into a Lock-Up Agreement that prohibits Mr. Kirby from transferring or disposing of any Class A Shares or related securities until August 18, 2025.
⁽⁷⁾	Includes [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Mr. Johnson have entered into a Lock-Up Agreement that prohibits Mr. Johnson from transferring or disposing of any Class A Shares or related securities until August 18, 2025.
⁽⁸⁾	Includes (i) 720,000 pre-delivery Class A Shares issued to Streeterville pursuant to the terms of the Series 1 Securities Purchase Agreement (defined in Proposal 3 below), and (ii) [●] Class A Shares held by or that may be issuable to Streeterville upon conversion of the Series 1 Shares, subject to a 4.99% beneficial ownership limitation (the “Ownership Limitation”). Pursuant to the terms of the Certificate of Designations, the Company will not effect the conversion of any Series 1 Shares if, after giving effect to such conversion, the holder thereof would, individually, beneficially own in excess of 4.99%, and, together with its affiliates, in excess of 9.99%, of the outstanding Class A Shares on the conversion date. In addition, pursuant to the terms of the Certificate of Designations, in no event will a holder of Series 1 Shares, together with its affiliates, be entitled to vote, on an as-converted basis and in the aggregate with respect to shares of common stock and preferred stock beneficially owned, more than 4.99% of the Company’s outstanding voting shares. In the absence of the Ownership Limitation, Streeterville would beneficially own additional Class A Shares. The address of Streeterville is 297 Auto Mall Drive #4, St. George, Utah 84770. John M. Fife, President of Streeterville, has voting and investment power over these securities.
⁽⁹⁾	Common stock holdings consist of (i) [●] Class A Shares, (ii) [●] Class B Shares, and (iii) [●] Class B Shares issuable upon exercise of options that are exercisable within 60 days. The Company and Mr. Bentley have entered into an Amended and Restated Lock-Up Agreement that generally prohibits Mr. Bentley from transferring or disposing of any Class A Shares or related securities until August 18, 2025. Notwithstanding the foregoing, the Amended and Restated Lockup Agreement also provides that for each of the months of March, April, and May of 2025, 100,000 Class A Shares per month were released from lockup, but in no event may Mr. Bentley sell more than 5% of the prior day average daily trading volume (as reported by Nasdaq) in any one calendar day. The Company and Mr. Bentley have also entered into a Standstill Agreement pursuant to the terms of which Mr. Bentley has irrevocably agreed that he will not acquire through purchase, by transfer or assignment or in any other manner, directly or indirectly, shares of common stock of the Company that would result in Mr. Bentley owning in excess of 49% of the Company’s voting power. In addition, the Company and Mr. Bentley have entered into an Amended and Restated Voting Agreement pursuant to the terms of which Mr. Bentley has irrevocably agreed to abstain, directly or indirectly, from casting votes in excess 5% of the outstanding capital stock entitled to vote at any meeting of stockholders of the Company. The Company and Mr. Bentley have also entered into a Voting Agreement pursuant to the terms of which Mr. Bentley has irrevocably agreed, for as long as the Series 1 Shares and Series 2 Shares remain outstanding, to cast the maximum number of votes to which he is entitled to vote in accordance with the recommendations of the Company’s Board of Directors.

	Year Ended December 31,
	2024		2023
Audit Fees⁽¹⁾	$	52,500		54,000
Tax Fees⁽²⁾		–		–
Total Fees	$	52,500	$	54,000

⁽¹⁾	Audit fees consist of fees for services related to the annual audit of our fiscal year 2024 and 2023 financial statements, reviews of our interim unaudited financial statements, and services that are normally provided in connection with statutory and regulatory filings and engagements
⁽²⁾	Tax fees consist of fees for professional services rendered during 2024 for 2023 state and federal tax compliance.

	·	Each Series 2 Share accrues a rate of return on the “Stated Value” of $1,111 per share at a rate of 9.5% per annum (the “Preferred Return”), provided that, following an event of default (as determined pursuant to the Series 2 Certificate of Designations), the Preferred Return increases to 15% per annum until such event of default is cured. In addition, upon an event of default, the Stated Value will automatically increase by 10%.

	·	The Preferred Return is payable on a quarterly basis and subject to quarterly compounding. The Company has the option to pay the Preferred Return either in cash or via the issuance of an additional number of whole Series 2 Shares (with any fractional shares payable in cash) equal to (i) the accrued and unpaid Preferred Return, divided by (ii) the Stated Value.

	·	The Series 2 Shares have a liquidation preference, including upon any deemed liquidation event (as defined in the Series 2 Certificate of Designations), equal to the Stated Value plus any accrued and unpaid Preferred Return. Following their receipt of such liquidation preference, holders of Series 2 Shares are not entitled to participate in any distributions made to other holders of the Company’s capital stock.

	·	At any time and from time to time, the holder of Series 2 Shares may convert such shares into a number of whole Class A Shares (rounded up to the nearest whole share) equal to the Conversion Amount (defined below), divided by the Conversion Price (defined below).

	o	The “Conversion Amount” means the number of Series 2 Shares being converted, multiplied by the then-current Stated Value.

	o	The “Conversion Price” means a fixed price of $10 per Class A Share; provided that (i) if the Company issues any Class A Shares (or any warrant, option, or other right to receive Class A Shares, other than Series 1 Shares) at a price per share lower than such fixed price, the Conversion Price will automatically be reduced to such lower price, and (ii) following an event of default (as determined pursuant to the Series 2 Certificate of Designations) or a Trigger Event (as defined below), the Conversion Price will be the lesser of the fixed price described in this sentence and 88% of the lowest daily volume-weighted average price (VWAP) during the eight business day period prior to the applicable measurement date, but not lower than a floor price equal to 20% of the Minimum Price calculated as of the most recent date on which Series 2 Shares were issued. A “Trigger Event” includes (i) the Company’s receipt of a letter of non-compliance from Nasdaq or similar correspondence, (ii) the average market capitalization of the Company’s Class A Shares during any three business day period after April 1, 2025 is less than $125,000,000, and (iii) in any quarter beginning with the first calendar quarter of 2025, the Company’s stockholder equity is less than $2,500,000 million, net loss is greater than $1,000,000, or net sales are less than $500,000.

	·	Notwithstanding the foregoing, no Series 2 Shares may be converted into Class A Shares if such conversion would result in the holder of the Series 2 Shares being converted either (i) individually having beneficial ownership of more than 4.99% of the total number of outstanding Class A Shares, or (ii) together with its affiliates, having beneficial ownership of more than 9.99% of the total number of outstanding Class A Shares.

	·	The Company may not issue any shares of capital stock that are of senior or pari passu rank to the Series 2 Shares without, in each case, the approval of the holders of at least a majority of the outstanding Series 1 Shares and Series 2 Shares, voting together as a single class.

	·	At any time after November 14, 2025, the Company may redeem any outstanding Series 2 Shares at a redemption price equal to 115% of the liquidation amount of the shares being redeemed, provided that the holders of the Series 2 Shares to be redeemed will have the option to exercise their right to convert the Series 2 Shares into Class A Shares prior to the redemption.

	·	The holders of Series 2 Shares are entitled to vote together with shares of the Company’s common stock on an as-converted basis; provided that in no event shall a holder of Series 2 Shares, together with certain of its affiliated parties, be entitled to vote, on an as-converted basis and in aggregate with respect to any shares of the Company’s common stock or other preferred stock owned by such holders, more than 4.99% of the Company’s outstanding voting shares as of the applicable record date.

	·	The Company has made a number of covenants in the Series 2 Certificate of Designations that will remain binding on the Company until such time that no Series 2 Shares remain outstanding.

	o	up to 5% of the shares authorized for issuance under the Plan may be utilized awards with a vesting period that is less than one year;

	o	annual awards to non-employee directors that occur in connection with the Company’s annual meeting of stockholders may vest on the date of the Company’s next annual meeting of stockholders, provided that the vesting period is at least 50 weeks from the grant date of the award;

	o	the Administrator may grant awards that vest (or permit previously granted awards to vest) within the one year period following the grant date (a) if such awards are granted as substitute awards in replacement of other awards (or awards previously granted by an entity being acquired) that were scheduled to vest within the minimum one year vesting period or (b) if such awards are being granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the minimum one year vesting period.

	·	Except as otherwise approved by the Board, the value of all awards made under the Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $500,000; provided, however, that in the first calendar year in which an individual becomes a non-employee director, the aggregate value of all awards awarded under the Plan and all other cash compensation paid by the Company to such individual for services as a non-employee director shall not exceed $1,000,000.

	·	Awards under the Plan are subject to the Company’s clawback policy, as in effect from time to time.

	·	As of July 9, 2025, there were approximately [●] employees and approximately [●] consultants to or advisers of the Company eligible to participate in the Plan.

	·	A “Stock Appreciation Right” or “SAR” is an award of the right to receive stock or cash of an equivalent value in an amount equal to the difference between the price specified in the SAR and the prevailing market price of our Class A Shares at the time of exercise.

	·	“Restricted Stock” is an award of shares granted to a recipient for no or nominal consideration. Title to the shares passes to the recipient at the time of the grant; however, the ability to sell or otherwise dispose of the shares is subject to restrictions and conditions determined by the Administrator. The recipient of a Restricted Stock award will have all the rights of a stockholder, including the right to vote and receive dividends; provided that any dividends paid by the Company with respect to any unvested Restricted Stock shall accrue and shall not be paid to the grantee unless and until such Restricted Stock has vested. In general, shares of restricted stock are subject to forfeiture if the recipient does not meet certain conditions, such as continued employment over a specified vesting period and/or the attainment of specified Company performance objectives.

	·	A “Restricted Stock Unit” or “RSU” is an award of stock units that may be settled in shares (or cash, to the extent explicitly provided for in the award agreement) upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. A grantee of an RSU shall have the rights as a stockholder only as to shares acquired by the grantee upon settlement of the RSUs; provided, however, that the grantee may be credited with dividend equivalent rights with respect to the stock units underlying the RSUs, subject to the provisions of Plan and such terms and conditions as the Administrator may determine.

	·	An “Unrestricted Stock Award” is an award pursuant to which the grantee may receive shares free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

	·	A “Cash-Based Award” is an award that entitles the grantee to a payment in cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula, or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.

	·	A “Dividend Equivalent Right” is an award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted as a component of an award of RSUs or as a freestanding award. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at fair market value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an award of RSUs shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other award. For the avoidance of doubt, in no event shall any Dividend Equivalent Rights be paid unless or until such award has vested. In no event shall any Dividend Equivalent Rights be granted as a component of any Option or SAR.

	·	*Options*. Plan participants will not recognize taxable income at the time an Option is granted under the Plan unless the Option has a readily ascertainable market value at the time of grant. Management understands that Options to be granted under the Plan will not have a readily ascertainable market value; therefore, income will not be recognized by participants before the time of exercise of an Option. For Nonqualified Stock Options, the difference between the fair market value of the shares at the time an Option is exercised and the Option price generally will be treated as ordinary income to the optionee, in which case the Company will be entitled to a deduction equal to the amount of the optionee’s ordinary income. With respect to Incentive Stock Options, participants will not realize income for federal income tax purposes as a result of the exercise of such Options. In addition, if common stock acquired as a result of the exercise of an Incentive Stock Option is disposed of more than two years after the date the Option is granted and more than one year after the date the Option was exercised, the entire gain, if any, realized upon disposition of such common stock will be treated for federal income tax purposes as capital gain. Under these circumstances, no deduction will be allowable to our Company in connection with either the grant or exercise of an Incentive Stock Option. Exceptions to the general rules apply in the case of a “disqualifying disposition.”

		If a participant disposes of shares of common stock acquired pursuant to the exercise of an Incentive Stock Option before the expiration of one year after the date of exercise or two years after the date of grant, the sale of such stock will be treated as a “disqualifying disposition.” As a result, such a participant would recognize ordinary income and our Company would be entitled to a deduction in the year in which such disposition occurred. The amount of the deduction and the ordinary income recognized upon a disqualifying disposition would generally be equal to the lesser of: (a) the sale price of the shares sold minus the Option price, and (b) the fair market value of the shares at the time of exercise minus the Option price. If the disposition is to a related party (such as a spouse, brother, sister, lineal descendant, or certain trusts or business entities in which the seller holds a direct or indirect interest), the ordinary income recognized generally is equal to the excess of the fair market value of the shares at the time of exercise over the exercise price. Any additional gain recognized upon disposition, in excess of the ordinary income, will be taxable as capital gain. In addition, the exercise of Incentive Stock Options may result in an alternative minimum tax liability.

	·	*Stock Appreciation Rights*. Upon the grant of a SAR, the participant will realize no taxable income and the Company will receive no deduction. A participant will realize income at the time of exercise if the award becomes vested and is no longer subject to forfeiture and the participant is entitled to receive the value of the award. The Company will receive a deduction of an equal amount in the same year the participant recognizes income. If a SAR is settled in shares, upon the participant’s subsequent disposition of those shares, the participant would recognize capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the sale differs from his or her tax basis (i.e. the fair market value of shares of common stock on the exercise date).

	·	*Restricted Stock*. Recipients of shares of Restricted Stock that are not “transferable” and are subject to “substantial risks of forfeiture” at the time of grant will not be subject to federal income taxes until the lapse or release of the restrictions or sale of the shares, unless the recipient files a specified election under the Code to be taxed at the time of grant. The recipient’s income and the Company’s deduction will be equal to the excess of the then fair market value (or sale price) of the shares less any purchase price. Any subsequent transfer of the shares of Restricted Stock after the time the restrictions lapse or are released will result in a capital gain or loss (long-term or short-term, depending upon the holding period) to the extent the amount realized from the sale differs from the tax basis (as described above). Dividends paid in cash and received by a participant prior to the time the restrictions lapse or are released will constitute ordinary income to the participant in the year paid, and the Company will generally be entitled to a corresponding deduction for those dividends. Any dividends paid in stock may be treated as an award of additional restricted shares, subject to the tax treatment described above.

	·	*Restricted Stock Units*. Recipients of RSUs will not recognize taxable income at the time of grant. A recipient is taxed upon receipt of payment for an award of RSUs, which payment may be in shares or cash. Upon receipt of payment for an award of RSUs, the fair market value of the shares or the amount of cash received will be taxed to the recipient at ordinary income rates. However, if any shares used as payment for RSUs are not “transferable” and are subject to “substantial risk of forfeiture,” the taxable event is deferred until either the restrictions on transferability or the risks of forfeiture lapse. The basis of any shares used as payment for RSUs will be equal to the fair market value of the shares on the date the recipient recognizes ordinary income as described above. The Company will receive a deduction of an equal amount in the same year the participant recognized income.

	·	*Unrestricted Stock Awards*. Recipients of Unrestricted Stock Awards will generally be taxed on the value of the Unrestricted Stock Award on the grant date, as if the recipient had received cash compensation from the Company. The Company will generally receive a deduction of an equal amount in the same year the participant recognized income.

	·	*Cash-Based Awards.* Recipients of Cash-Based Awards will generally be taxed on the value of the Cash-Based Award on the grant date, and the Company will generally receive a deduction of an equal amount in the same year the participant recognized income.

	·	*Dividend Equivalent Rights*. The grant of Dividend Equivalent Right generally should not result in the recognition of taxable income by the recipient or a tax deduction by the Company. The payment or settlement of a Dividend Equivalent Right should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of any cash paid (before applicable tax withholding) or the then-current fair market value of the shares received, and a corresponding tax deduction by the Company. If the shares covered by the award are not transferable and subject to a substantial risk of forfeiture, the tax consequences to the participant and the Company will be similar to the tax consequences of Restricted Stock awards, described above.

	·	*General Anti-Dilution Adjustments*. The Plan provides for the adjustment of the terms of outstanding awards in order to preserve the proportionate interest of the holders in those awards if the number of outstanding shares of the Company’s common stock has increased or decreased or other changes in the Company’s stock occur due to the result of any reorganization, recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distributions payable in capital stock, or other similar adjustments in the Company’s common stock. If the Company is the surviving entity in any reorganization, merger, or similar transaction with one or more entities which does not result in a change of control of the Company, any options, stock appreciation rights, restricted stock, restricted stock units or performance shares will pertain to and apply to the securities to which a holder of the number of shares of common stock subject to those awards would have been entitled immediately after the transaction, with any corresponding proportionate adjustment to the per share option price or SAR price. The Plan also provides for the adjustment of the share limits in the Plan under these circumstances.

	·	*Adjustments for Sale Events*. Upon a sale of the Company (as determined pursuant to the Plan) in which the outstanding awards are not assumed or continued, except to the extent provided otherwise in an award agreement, awards with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the change in control will be deemed to be immediately vested and exercisable and all restrictions will immediately cease. Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with the sale in the Administrator’s discretion or to the extent specified in the relevant award agreement. The Company also has the option, in its sole discretion, to make or provide for a payment, in cash or in kind, to the grantees holding certain awards in an amount equal to the sale price per share in such sale transaction multiplied by the number of vested shares under such awards.

Name	Age	Position
James McCormick	66	Chairman of the Board and Chief Executive Officer
Greg Smitherman	61	Chief Financial Officer
Gregory Rayzman	62	Chief Technology Officer
Lauren O’Brien	60	Chief Revenue Officer

	·	James McCormick, Chief Executive Officer and Director;
	·	Sheldon Richard Bentley, former Chief Executive Officer and former Director;
	·	Greg Smitherman, Chief Financial Officer; and
	·	Gregory Rayzman, Chief Technology Officer.

Name and Position	Year	Salary ⁽²⁾ ($)	Bonus ⁽³⁾ ($)	Option Awards ⁽⁴⁾ ($)	Total ($)
James McCormick ⁽¹⁾	2024	43,333	40,000	2,434,432	2,517,765
Chief Executive Officer and	2023	–	–	–	–
Chairman of the Board of Directors

Sheldon Richard Bentley ⁽⁵⁾	2024	185,966	95,000	2,200,000	2,480,966
Former Chief Executive Officer and	2023	322,500	–	–	322,500
former Director

Greg Smitherman	2024	161,667	60,000	506,001	727,688
Chief Financial Officer	2023	262,500	–	–	262,500

Gregory Rayzman	2024	158,333	–	616,000	774,333
Chief Technology Officer	2023	235,000	–	–	235,000

⁽³⁾	Our compensation committee awarded our named executive officers 2024 bonuses in March of 2025, to be paid in equal biweekly installments through December 31, 2025.
⁽⁴⁾	Amounts in this column reflect the aggregate grant date fair value of the option awards granted to our named executive officers, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in Note 4 to our audited financial statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the option, the exercise of the option, or the sale of the common stock underlying the option.
⁽⁵⁾	Mr. Bentley resigned as our Chief Executive Officer and a member of our board of directors effective June 29, 2024.

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price			Option Expiration Date
James McCormick		78,299		1,790,969		$	1.86-2.70	January 2023 and June 2034
Gregory Rayzman		4,382,299		2,057,120		$	0.024-2.70	April 2029 - June 2034
Greg Smitherman		1,179,418		633,335		$	0.024-2.70	April 2029 - June 2034
Richard Bentley		685,277		498,057		$	1.86-2.70	January 2032 - June 2034

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Total ($)
James McCormick		7,000		–		–		7,000
Ruba Qashu		12,000		–		38,333		50,336
Jeff Kirby		6,000		–		–		6,000
Craig Johnson		6,000		–		6,000		12,000