First Breach, Inc S-1, filed Apr 30, 2026

First Breach, Inc. (FBDT)

S-1 2026-04-30

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Added on October 15, 2026

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Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Smaller reporting company ☒
						Emerging growth company ☒

	PAGE
PROSPECTUS SUMMARY	1
SUMMARY OF FINANCIAL INFORMATION	6
RISK FACTORS	7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	34
USE OF PROCEEDS	35
DIVIDEND POLICY	35
CAPITALIZATION	36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
BUSINESS	47
MANAGEMENT	50
EXECUTIVE AND DIRECTOR COMPENSATION	58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	62
PRINCIPAL AND REGISTERED STOCKHOLDERS	63
DESCRIPTION OF CAPITAL STOCK	65
PLAN OF DISTRIBUTION	68
SHARES ELIGIBLE FOR FUTURE SALE	70
SALE PRICE HISTORY OF COMMON STOCK	71
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	72
LEGAL MATTERS	76
EXPERTS	76
WHERE YOU CAN FIND ADDITIONAL INFORMATION	76
INDEX TO FINANCIAL STATEMENTS	F-1

	●	We have a limited operating history on which you can evaluate our company, and our decision to focus our efforts on establishing our manufacturing business may not be successful.
	●	We have incurred net losses and may continue to incur net losses as we seek to expand our business.
	●	Our manufacturing facility is critical to our success.
	●	Inability to make timely payments under our equipment lease agreement could lead to forfeiture of important manufacturing equipment, which may have a negative effect on our manufacturing process and in turn harm our results of operations.

	●	Shortages or a disruption in the availability, price or quality of raw materials may delay or reduce our sales and increase our costs, thereby harming our results of operations.
	●	Our performance is influenced by a variety of economic, social, and political factors.
	●	Our business depends on the sale of our ammunition products, and our success requires the introduction of new products that achieve market acceptance.
	●	War and other armed conflicts, such as the current Russia-Ukraine conflict, or other natural or manmade disasters may affect the markets in which we operate, our customers, our delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.
	●	The international nature of our business exposes us to global economic, political and legal risks that could impact our profitability.
	●	The success of the Company depends, in part, on our ability to protect our intellectual property and our brand.
	●	We may be subject to intellectual property infringement claims, which could cause us to incur litigation costs and divert management attention from our business.
	●	We rely on third-party suppliers for most of our manufacturing equipment.
	●	We do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs.
	●	Revenue from sales of ammunition components will depend on sales to ammunition manufacturers, some of which will account for a significant portion of our sales.
	●	We face intense competition that could result in our losing or failing to gain market share and suffering reduced sales.
	●	We plan to manufacture and sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation.
	●	The failure to manage our growth could adversely affect our operations.
	●	Our business is highly dependent upon our brand recognition and reputation, and the failure to maintain or enhance our brand recognition or reputation would likely have a material adverse effect on our business.
	●	Our operating results may experience significant fluctuations.
	●	The failure to attract and retain key personnel could have an adverse effect on our operating results.
	●	We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.
	●	Any acquisitions that we undertake will involve significant risks, and any acquisitions that we undertake in the future could disrupt our business, dilute stockholder value, and harm our operating results.
	●	A failure of our information technology systems, or an interruption in their operation due to internal or external factors including cyber-attacks, could have a material adverse effect on our business, financial condition or results of operations.
	●	We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements.
	●	Changes in government policies and firearms legislation could adversely affect our financial results.

	●	Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation, and export controls and trade sanctions, could result in fines or criminal penalties if we expand our business abroad.
	●	Our founders will have the ability to exert substantial influence over our company.
	●	Our charter documents and Delaware law could make it more difficult for a third party to acquire us and discourage a takeover.
	●	Compliance with the laws and regulations affecting public companies could adversely affect our business, results of operations, and financial condition.

	●	If we are unable to satisfy our funding obligations on the dates required, we may be in breach of the JV Agreement, which could result in the dilution or forfeiture of our equity interests in the Joint Venture, disputes with IdeaForge, or the termination of the JV Agreement, any of which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, even if we are able to satisfy our capital contribution obligations, there is no guarantee that the Joint Venture will achieve its intended objectives or generate any return on our investment.

	●	Our listing differs significantly from an initial public offering conducted on a firm-commitment basis.
	●	Our shares of common stock currently have no public market. An active trading market may not develop or continue to be liquid and the market price of our shares of common stock may be volatile.
	●	We may not be able to meet each of the quantitative requirements of the Nasdaq Capital Market’s Market Value Standard for Direct Listings.
	●	We intend to list our common stock on the Nasdaq Capital Market in connection with the Direct Listing and must satisfy heightened initial listing requirements, and there can be no assurance that we will be able to do so.
	●	The market price of our Common Stock may be volatile, and you could lose all or part of your investment.
	●	If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our stock price and trading volume could decline.
	●	Our status as an “emerging growth company” and a “smaller reporting company” allows us to take advantage of reduced disclosure requirements, which could make our Common Stock less attractive to investors.
	●	Exercise of warrants and options may have a dilutive effect on our stock and negatively impact the price of our Common Stock.
	●	Tariffs and trade tensions could have an adverse effect on economic conditions and financial markets, which may adversely affect the value of our shares of Common Stock.
	●	Issuance of Preferred Stock could result in the dilution of the value of the current stockholders’ Common Stock.
	●	The Senior Notes (as defined herein) issued in the Note Financing (as defined herein) are secured by a first-priority lien on substantially all of our assets, were issued at an original issue discount of 35.0%, and are convertible into shares of our common stock at a fixed conversion price of $8.00 per share. The conversion of the Senior Notes and the exercise of the Note Warrants (as defined herein) issued in connection with the Note Financing may result in substantial dilution to our existing stockholders.
	●	Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our ability to produce accurate financial statements and on our stock price.
	●	We do not expect to pay any dividends for the foreseeable future.
	●	Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.
	●	An investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance on our company or your investment.

	Year ended December 31, 2025

Net revenues	$	384,129
Cost of revenues		1,761,368
Net loss associated with liquidation of raw materials		684,960
Gross margin		(2,062,199	)

Operating expenses:
Selling, general, and administrative expense		7,926,714
Total operating expenses		7,926,714

Loss from operations		(9,988,913	)

Total other expenses, net		(3,833,208	)

Net loss before income taxes		(13,822,121	)
Income tax provision		—
Net loss	$	(13,822,121	)

Net loss per share:
Basic and diluted	$	(0.36	)

Weighted average number of shares outstanding:
Basic & diluted		38,276,140

	December 31, 2025
Cash	$	2,477,122
Total current assets	$	3,493,562
Total assets	$	13,020,782
Total current liabilities	$	4,631,271
Total liabilities	$	6,616,302
Total stockholders’ equity	$	6,404,480
Total liabilities and stockholders’ equity	$	13,020,782

●	we may be unable to secure and maintain favorable relationships with customers;
●	we may be unable to control the timing of delivery of our products to end-user consumers;
●	our customers are not subject to minimum sales requirements or any obligation to market our products to their end-user customers;
●	our customers may terminate their relationships with us at any time; and
●	our customers market and distribute competing products.

●	our success in developing, producing, marketing, and successfully selling new products;
●	our ability to address the needs of our customers;
●	the pricing, quality, performance, and reliability of our products;
●	the quality of our customer service;
●	the efficiency of our production; and
●	product or technology introductions by our competitors.

●	enhance our operational, financial, and management systems;
●	enhance our facilities and purchase additional equipment; and
●	successfully hire, train, and motivate additional employees, including additional personnel for our technological, sales, and marketing efforts.

●	determine the appropriate creative message and media mix for advertising, marketing, and promotional expenditures;
●	select the right markets, media, and specific media vehicles in which to advertise;
●	identify the most effective and efficient level of spending in each market, media, and specific media vehicle; and
●	effectively manage marketing costs, including creative and media expenses, in order to maintain acceptable customer acquisition costs.

●	the cyclicality of the markets we serve;
●	the timing and size of new orders;
●	the cancellation of existing orders;
●	the volume of orders relative to our capacity;
●	product introductions and market acceptance of new products or new generations of products;
●	timing of expenses in anticipation of future orders;
●	changes in product mix;
●	availability of production capacity;
●	changes in cost and availability of labor and raw materials;
●	timely delivery of products to customers;
●	pricing and availability of competitive products;
●	new product introduction costs;
●	changes in the amount or timing of operating expenses;
●	introduction of new technologies into the markets we serve;
●	pressures on reducing selling prices;
●	our success in serving new markets;
●	adverse publicity regarding the safety, performance, and use of our products;
●	the institution and outcome of any litigation;
●	political, economic, or regulatory developments; and
●	changes in economic conditions.

●	the availability of suitable acquisition candidates at attractive purchase prices;
●	the ability to compete effectively for available acquisition opportunities;
●	the availability of cash resources, borrowing capacity, or stock at favorable price levels to provide required purchase prices in acquisitions;
●	the ability of management to devote sufficient attention to acquisition efforts; and
●	the ability to obtain any requisite governmental or other approvals.

●	the potential disruption of our core businesses;
●	risks associated with entering markets and businesses in which we have little or no prior experience;
●	diversion of management’s attention from our core businesses;
●	adverse effects on existing business relationships with suppliers and customers;
●	risks associated with increased regulatory or compliance matters;
●	failure to retain key customers, suppliers, or personnel of acquired businesses;
●	the potential strain on our financial and managerial controls and reporting systems and procedures;
●	greater than anticipated costs and expenses related to the integration of the acquired business with our business;
●	potential unknown liabilities associated with the acquired company;
●	risks associated with weak internal controls over information technology systems and associated cyber security risks;
●	meeting the challenges inherent in effectively managing an increased number of employees in diverse locations;
●	failure of acquired businesses to achieve expected results;
●	the risk of impairment charges related to potential write-downs of acquired assets in future acquisitions; and
●	the challenge of creating uniform standards, controls, procedures, policies, and information systems.

●	require the licensing of all persons manufacturing, exporting, importing, or selling firearms and ammunition as a business;
●	require background checks for purchasers of firearms;
●	impose waiting periods between the purchase of a firearm and the delivery of a firearm;
●	prohibit the sale of firearms to certain persons, such as those below a certain age and persons with criminal records;
●	regulate the use and storage of gun powder or other energetic materials;
●	regulate our employment of personnel with criminal convictions; and
●	restrict access to firearm manufacturing facilities for individuals from other countries or with criminal convictions.

●	There are no underwriters engaged on a firm-commitment basis. Consequently, prior to the opening of trading on Nasdaq, there will be no traditional book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the opening trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of trading of our common stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an initial public offering underwritten on a firm-commitment basis. Moreover, there will be no underwriters engaged on a firm-commitment underwritten basis assuming risk in connection with the initial resale of shares of our common stock. In an initial public offering underwritten on a firm-commitment basis, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the market price of shares. Given that there will be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions, there could be greater volatility in the public price of our common stock during the period immediately following the listing.

●	There is not a fixed number of securities available for sale. Therefore, there can be no assurance that any Registered Stockholders will sell any or all of their common stock and there may initially be a lack of supply of, or demand for, our common stock on Nasdaq. Alternatively, we may have a large number of Registered Stockholders who choose to sell their common stock in the near term resulting in an oversupply of our common stock, which could adversely impact the public price of our common stock once listed on Nasdaq.

●	the number of shares of our common stock publicly owned and available for trading;

●	overall performance of the equity markets and/or publicly-listed companies that offer competing services and products;

●	actual or anticipated fluctuations in our revenue or other operating metrics;

●	our actual or anticipated operating performance and the operating performance of our competitors;

●	changes in the financial projections we provide to the public or our failure to meet these projections;

●	failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;

●	any major change in our board of directors, management, or key personnel;

●	the economy as a whole and market conditions in our industry;

●	rumors and market speculation involving us or other companies in our industry;

●	announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;

●	new laws or regulations or new interpretations of existing laws or regulations applicable to our business, in the U.S. or globally;

●	lawsuits threatened or filed against us;

●	other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and

●	sales or expected sales of our common stock by us and our officers, directors and principal stockholders.

●	a valuation-based market value of listed securities of at least $100.0 million;

●	a valuation-based market value of unrestricted publicly held shares of at least $30.0 million;

●	at least 1,000,000 unrestricted publicly held shares;

●	a minimum bid price of at least $8.00 per share;

●	at least 300 round lot holders; and

●	stockholders’ equity of at least $5.0 million; and

	●	Our ability to develop and sell our proposed products.
	●	Our ability to source, retain, and expand our technical and business staff to meet the demands of our expanding and diversifying business.
	●	Our ability to raise the substantial amount of additional funds that will be necessary for our business to succeed, which funds may not be available on acceptable terms or available at all.
	●	Assumptions relating to the size of the market for our products.
	●	Unanticipated regulations of our products that add barriers to our business and have a negative effect on our operations.
	●	Our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing.
	●	Our status of an early-stage pre-net income company with a business model and marketing strategy still being developed and largely untested.
	●	Our ability to avoid a significant disruption in our information technology system, including security breaches, or our ability to implement new system and software successfully.
	●	Our ability to obtain and maintain intellectual property protection for our products.
	●	The other risks identified in this prospectus including, without limitation, those under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” as such factors may be updated from time to time in our other filings with the SEC.

	As of December 31, 2025

Cash	$	2,477,122
Total long-term liabilities		1,985,031

Stockholders’ Equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares issued or outstanding as of December 31, 2025		-
Common stock, $0.0001 par value, 500,000,000 shares authorized, 44,500,111 shares issued and outstanding as of December 31, 2025		4,450
Additional paid-in capital		41,643,153
Accumulated deficit		(35,243,123	)
Total stockholders’ equity		6,404,480
Total capitalization	$	8,389,511

	●	16,223,996 shares of common stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $1.06 per share; and

	●	15,113,046 shares of common stock issuable upon exercise of outstanding options with a weighted average exercise price of $1.07 per share.

	Years Ended December 31,
	2025			2024 (Restated)			$ Change			% Change
Revenues	$	384,129		$	773,870		$	(389,741	)		(50.36	)%
Cost of revenues		1,761,368			2,235,004			(473,636	)		(21.19	)%
Net loss associated with liquidation of raw materials		684,960			943,278			(258,318	)		(27.39	)%
Gross margin		(2,062,199	)		(2,404,412	)		342,213			14.23	%
Operating expenses:
Selling, general and administrative expense		7,926,714			2,836,942			5,089,772			179.41	%
Total operating expenses		7,926,714			2,836,942			5,089,772			179.41	%
Loss from operations		(9,988,913	)		(5,241,354	)		(4,747,559	)		90.58	%
Other expense, net:
Interest expense, net		(1,866,438	)		(791,730	)		(1,074,708	)		135.74	%
Loss on extinguishment of debt		(2,017,314	)		-			(2,017,314	)		100.00	%
Loss on sale of assets		(1,906	)		-			(1,906	)		100.00	%
Other income		93,500			-			93,500			100.00	%
Other expense		(41,050	)		(41,050	)		-			0.00	%
Total other expense, net		(3,833,208	)		(832,780	)		(3,000,428	)		360.29	%
Net loss	$	(13,822,121	)	$	(6,074,134	)	$	(7,747,987	)		127.56	%

	2025			2024			$ Change			% Change
Net cash used in operating activities	$	(3,483,325	)		(1,590,431	)	$	(1,892,894	)		119.02	%
Net cash used in investing activities		(10,369	)		(190,390	)		180,021			(94.55	)%
Net cash provided by financing activities		5,536,203			2,166,433			3,369,770			155.54	%
Net increase in cash		2,042,509			385,612			1,656,897			429.68	%
Cash, beginning of year		434,613			49,001			385,612			786.95	%
Cash, end of year		2,477,122			434,613			2,042,509			469.96	%

Name	Age	Position
Jeffrey Low	58	Chief Executive Officer and Chairman
Jordan Low	30	President, Chief Operating Officer, and Director
Richard Leimbach	57	Interim Chief Financial Officer
Andrew Pearlman	59	Independent Director Nominee
Ori Schlank	32	Independent Director Nominee
Robert Brandt	85	Independent Director Nominee
David Peterson	63	Independent Director Nominee
Larry Meyer	50	Independent Director Nominee
Elbert Basolis	64	Independent Director Nominee
Denean Williams	54	Independent Director Nominee

	●	evaluating the performance, independence and qualifications of our independent registered public accounting firm and determining whether to retain our existing independent registered public accounting firm or engage new independent registered public accounting firm;

	●	reviewing and approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;

	●	reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent registered public accounting firm and management;

	●	reviewing with our independent registered public accounting firm and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

	●	reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented; and

	●	reviewing and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter.

	●	reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies;

	●	reviewing and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers;

	●	reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

	●	reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

	●	reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC; and

	●	preparing the report that the SEC requires in our annual proxy statement.

	●	identifying, reviewing and evaluating candidates to serve on our board of directors consistently with criteria approved by our board of directors;

	●	evaluating director performance on the board and applicable committees of the board and determining whether continued service on our board of directors is appropriate;

	●	evaluating, nominating and recommending individuals for membership on our board of directors; and

	●	evaluating nominations by stockholders of candidates for election to our board of directors.

	●	personal and professional integrity, ethics and values;

	●	experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

	●	experience as a board member or executive officer of another publicly-held company;

	●	strong finance experience;

	●	diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

	●	diversity of background and perspective including, without limitation, with respect to age, gender, race, place of residence and specialized experience;

	●	experience relevant to our business industry and with relevant social policy concerns; and

	●	relevant academic expertise or other proficiency in an area of our business operations.

	●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	●	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Jeffrey Low	2025		343,467		100,000		2,021,265		-		-		-		2,464,732
Chief Executive Officer and Chairman	2024		132,600		-		-		-		-		-		132,600
Jordan Low	2025		294,200		70,000		2,021,265		-		-		-		2,385,465
President, Chief Operating Officer, and Director	2024		84,600		-		-		-		-		-		84,600

Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date
Jeffrey Low		6,095,741			(1)	$	1.00	N/A
Jeffrey Low		1,300,000			(2)	$	1.46	March 11, 2032
Jeffrey Low		2,500,000			(3)	$	1.00	August 5, 2035
Jordan Low		677,305			(4)	$	1.00	N/A
Jordan Low		700,000			(5)	$	1.46	March 11, 2032
Jordan Low		2,500,000			(6)	$	1.00	August 5, 2035

(1)	Represents 6,095,741 options held by Jeffrey Low, which vested in full on November 24, 2021.
(2)	Represents 1,300,000 options held by Jeffrey Low, which vested in full on March 12, 2022.
(3)	Represents 2,500,000 options held by Jeffrey Low, which vested in full on August 4, 2025.
(4)	Represents 677,305 options held by Jordan Low, which vested in full on November 24, 2021.
(5)	Represents 700,000 options held by Jordan Low, which vested in full on March 12, 2022.
(6)	Represents 2,500,000 options held by Jordan Low, which vested in full on August 4, 2025.

	●	any person who is, or at any time during the applicable period was, one of our executive officers, one of our directors, or a nominee to become one of our directors;

	●	any person who is known by us to be the beneficial owner of more than 5.0% of any class of our voting securities;

	●	any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of any class of our voting securities, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5.0% of any class of our voting securities; or

	●	any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.