GridAI Technologies Corp PRE 14A, filed May 10, 2024

GridAI Technologies Corp. (GRDX)

PRE 14A 2024-05-10 For: 2024-05-09

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x		Preliminary Proxy Statement
¨		Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to 14a-12

x		No fee required.
¨		Fee paid previously with preliminary materials
¨		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Date and Time	[●], 2024 at [●], Eastern Time.

Place	The offices of First Wave BioPharma, Inc. at 777 Yamato Rd., Suite 502, Boca Raton, FL 33431.

Items of Business	1.	Election of seven director nominees named in this proxy statement, each for a term of one year expiring at our 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified (the "Director Election Proposal”);

	2.	Approval of an amendment to our 2020 Omnibus Equity Incentive Plan to: (1) increase the number of shares of Common Stock authorized for issuance thereunder from 58,374 shares to 1,500,000 shares and to increase the number of shares that otherwise become available under the plan for grants as incentive stock options (“ISOs”) from 250,000 to 750,000, and (2) to increase the number of shares that may be granted to any one non-employee director of the Board from 5 to 250,000 (the “Equity Plan Amendment Proposal”);

	3.	To approve, in accordance with Nasdaq Listing Rule 5635, the issuance of: (i) up to 12,373,226 shares of Common Stock, subject to adjustment, upon conversion of the Company’s Series G Non-Voting Convertible Preferred Stock, par value $0.0001 per share, (ii) the issuance of shares upon exercise of certain assumed ImmunogenX, Inc. (“ImmunogenX” or “IMGX”) stock options exercisable for an aggregate of 200,652 shares of Common Stock (the “Assumed Options”), (iii) the issuance of shares upon exercise of certain assumed ImmunogenX warrants exercisable for an aggregate of 127,680 shares of Common Stock (the “Assumed Warrants”), and (iv) the prior issuance of 36,830 shares of Common Stock to the stockholders of ImmunogenX (the “Nasdaq Proposal”). First Wave agreed to all of such issuances in connection with its acquisition of ImmunogenX (the “IMGX Transaction”) pursuant to that certain Agreement and Plan of Merger, dated March 13, 2024 (the “Merger Agreement”), by and among First Wave, IMMUNO Merger Sub I, Inc., IMMUNO Merger Sub II, LLC, and ImmunogenX, all as described in further detail herein;

	4.	Adoption and approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of our issued and outstanding shares of Common Stock, as a specific ratio, ranging from [●] to [●], at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of our stockholders (the “Reverse Split Proposal”);

	5.	Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in this proxy statement (the “Say on Pay Proposal”);

	6.	Ratification of Mazars USA LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal"); and

	7.	Approval of the adjournment of the annual meeting to the extent there are insufficient proxies at the annual meeting to approve any one or more of the foregoing proposals (the “Adjournment Proposal”).

Adjournments and Postponements	Any action on the items of business described above may be considered at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date	[●] 2024 (the “Record Date”). Only stockholders of record holding shares of our Common Stock, par value $0.0001 per share (the “Common Stock”) as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting.

Meeting Admission	You are invited to attend the Annual Meeting if you are a stockholder of record or a beneficial owner of shares of our Common Stock as of the Record Date.

Availability of Proxy Materials	This proxy statement is dated [●], 2024 and is first being mailed to the stockholders of First Wave on or about [●], 2024. Our proxy materials and the Annual Report for the year ended December 31, 2023 are also available on the internet at: www.viewproxy.com/FirstWaveBioPharma/2024.

Voting	If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the proxy card. Whether or not you expect to attend the Annual Meeting, we urge you to submit your proxy to vote your shares as promptly as possible by following the instructions on your proxy card so that your shares may be represented and voted at the Annual Meeting. Your vote is very important.

	BY ORDER OF THE BOARD OF DIRECTORS,


Boca Raton, Florida	JAMES SAPIRSTEIN
[●], 2024	President, Chief Executive Officer and Chairman of the Board of Directors

		Page
REFERENCES TO ADDITIONAL INFORMATION		1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
FREQUENTLY ASKED QUESTIONS		2
SUMMARY		10
DESCRIPTION OF THE IMGX TRANSACTION		13
THE PARTIES TO THE TRANSACTION		17
INFORMATION ABOUT THE BUSINESS OF THE COMBINED COMPANY		17
FIRST WAVE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDICTION AND RESULTS OF OPERATIONS		50
IMMUNOGENX MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		63
RISK FACTORS		67
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		97
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		101
THE ANNUAL MEETING		104
PROPOSAL 1: ELECTION OF DIRECTORS		111
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		132
PROPOSAL 2: EQUITY PLAN AMENDMENT PROPOSAL		133
PROPOSAL 3: NASDAQ PROPOSAL		140
PROPOSAL 4: REVERSE SPLIT PROPOSAL		156
PROPOSAL 5: SAY ON PAY PROPOSAL		164
PROPOSAL 6: RATIFICATION OF AUDITORS		165
PROPOSAL 7: ADJOURNMENT PROPOSAL		168
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN THE PROPOSALS		169
STOCKHOLDER PROPOSALS		169
HOUSEHOLDING OF PROXY MATERIALS		169
WHERE YOU CAN FIND MORE INFORMATION		170
Annex A – Amendment to 2020 Equity Incentive Plan		A-1
Annex B – Merger Agreement		B-1
Annex C – Fairness Opinion		C-1
Annex D – Charter Amendment		D-1
Annex E – Audited financial statements of ImmunogenX, Inc. for the fiscal years ended December 31, 2023, 2022 and 2021.		E-1

	Sincerely,


	JAMES SAPIRSTEIN
	President, Chief Executive Officer and Chairman of the Board of Directors


	Years Ended December 31,					Increase
	2023		2022			(decrease)
Operating expenses:
Research and development expenses	$	5,033,218	$	8,776,302		$	(3,743,084	)
Research and development recovery - intellectual property acquired		-		(8,085,045	)		8,085,045
General and administrative expenses		10,737,609		11,986,809			(1,249,200	)
Total operating expenses		15,770,827		12,678,066			3,092,761
Other expenses		24,156		240,205			(216,049	)
Loss on dissolution of foreign subsidiary		-		1,711,371			(1,711,371	)
Net loss	$	15,794,983	$	14,629,642		$	1,165,341

	For the years ended December 31,
(in thousands)	2023			2022			Increase (decrease)
Operating expenses:
Research and development expenses	$	2,828		$	2,268		$	560
General & administrative expenses		2,309			1,932			377
Total operating expenses		5,137			4,200			937
Other expense (income):
Grant income		(910	)		(1,091	)		181
Change in fair value of convertible notes		3,615			190			3,425
Interest expense		1,083			375			708
Other income, net		(68	)		(52	)		(16	)
Total other expense (income)		3,720			(578	)		4,298
Loss before tax provision		(8,857	)		(3,622	)		5,235
Provision for state income taxes		1			1			-
Net loss	$	(8,858	)	$	(3,623	)	$	5,235

	●	We will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of our product candidates.

	●	Clinical trials are very expensive, time-consuming, difficult to design and implement and involve an uncertain outcome.

	·	the efficacy and safety as demonstrated in clinical trials;
	·	the clinical indications for which the product is approved;

	·	countries other than the United States may have patent laws less favorable to patentees than those upheld by United States courts, allowing foreign competitors a better opportunity to create, develop, and market competing products;

	·	others may allege ownership of our patents or patent applications or those of our licensors, and defense of such allegation or potential proceeding could be expensive, time consuming and unsuccessful; and

	·	we may not have been the first to file patent applications for our product candidates or the compositions we developed or for their uses;

	·	others may independently develop identical, similar or alternative products or compositions and uses thereof;

	●	the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and
	●	the priority of invention of patented technology.

	·	governmental regulation and legislation;
	·	variations in our anticipated or actual operating results;

	·	any vacancies on our board of directors that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders; provided that a vacancy created by the removal of a director by the stockholders may be filled by the stockholders; and

	·	forum selection provisions that state that unless we consent in writing to the selection of an alternative forum, (A) (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware (“DGCL”), the Charter or the by-laws as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

	First Wave (Historical)			ImmunogenX (Historical)			Transaction Accounting Adjustments			Notes	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	3,711,770		$	251,266		$	—			$	3,963,036
Accounts receivable		—			—			—				—
Prepaid expenses and other current assets		1,244,466			3,068,344			—				4,312,810
Total current assets:		4,956,236			3,319,610			—				8,275,846
Property, equipment, and leasehold improvements, net		14,565			20,853			—				35,418
Restricted cash		21,522			—			—				21,522
Operating lease right-of-use asset, net		195,440			10,704			—				206,144
Patents, net		—			668,451			(528,451	)	I		140,000
In process R&D assets		—			—			63,000,000		I		63,000,000
Other intangible assets		—			19,200			210,800		I		230,000
Goodwill		1,684,182			—			17,962,939		C		19,647,121
Deposits		11,250			—			—				11,250
Other assets		—			63,558			(17,000	)	I		46,558
Total assets	$	6,883,195		$	4,102,376		$	80,628,288			$	91,613,859

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	554,277		$	399,283		$	—			$	953,560
Accrued expenses and other current liabilities		825,290			2,008,888			1,444,763		A		4,278,941
Accrued dividend payable		1,069,616			—			—				1,069,616
Current portion of operating lease liability		67,111			9,129			—				76,240
Short-term note payable		612,784			—			—				612,784
Related party promissory note		—			393,282			—				393,282
Revolving line of credit		—			6,360,000			—				6,360,000
Other current liabilities		4,239			—			—				4,239
Total current liabilities		3,133,317			9,170,582			1,444,763				13,748,662
Non-current operating lease liabilities		146,949			—			—				146,949
Deferred tax liability		—			—			15,431,108		I		571,221
								(14,859,887	)	L
Convertible notes		—			8,663,804			(8,663,804	)	D		—
Note payable		—			500,000			(462,000	)	I		38,000
Total liabilities		3,280,266			18,334,386			(7,109,820	)			14,504,832

Temporary equity:
Series G convertible preferred stock		—			—			57,790,474		E		57,790,474
		—			—			3,890,626		B		3,890,626
Total temporary equity		—			—			61,681,100				61,681,100

Stockholders' deficit:
Preferred stock		—			226			(226	)	F		—
Common stock		156			101			(101	)	F		162
								4		G
								2		B
Additional paid-in capital		187,931,445			4,608,364			(4,608,364	)	F		190,352,587
								240,496		G
								2,060,000		H
								120,646		B
Accumulated deficit		(184,328,672	)		(18,840,701	)		18,840,701		F		(174,924,823	)
								(1,444,763	)	A
								(4,011,275	)	B
								14,859,887		L
Total stockholders' deficit		3,602,929			(14,232,010	)		26,057,008				15,427,927
Total liabilities, temporary equity and stockholders' deficit	$	6,883,195		$	4,102,376		$	80,628,288			$	91,613,859

	Shares		Amount
Common Stock of First Wave issued to ImmunogenX shareholders		36,830	$	240,500
Series G Preferred Stock of First Wave issued to ImmunogenX shareholders		11,777		57,790,474
ImmunogenX stock options and warrants allocated to total consideration paid				2,060,000
Total consideration			$	60,090,974

	Amount
Assets acquired
Cash and cash equivalents		88,000
Prepaid expenses and other current assets		3,132,000
Property, plant and equipment, net		19,000
Other long term assets		4,000
Patents		140,000
Trade names and trademarks		230,000
In process research and development assets		63,000,000
Goodwill		18,351,108
Total assets acquired		84,964,108

Liabilities assumed
Accounts payable		916,000
Accrued expenses and other current liabilities		855,000
Deferred tax liability		15,431,108
Short term debt		7,633,000
Long term debt		38,000
Total liabilities assumed		24,873,108

Net assets acquired	$	60,091,000

Required Vote for Approval No.		Proposal
1.		Election of Directors (the “Director Election Proposal”). The seven director nominees who receive the highest number of affirmative votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting will be elected.

2.		Approval of an amendment to our 2020 Omnibus Equity Incentive Plan to: (1) increase the number of shares of Common Stock authorized for issuance thereunder from 58,374 shares to 1,500,000 shares and to increase the number of shares that otherwise become available under the plan for grants as incentive stock options (“ISOs”) from 250,000 to 750,000, and (2) to increase the number of shares that may be granted to any one non-employee director of the Board from 5 to 250,000 (the “Equity Plan Amendment Proposal”). This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Shares that are not represented at the Annual Meeting, abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of the voting on this proposal.

3.		To approve, in accordance with Nasdaq Listing Rule 5635, the issuance of: (i) up to 12,373,226 shares of Common Stock, subject to adjustment, upon conversion of the Company’s Series G Non-Voting Convertible Preferred Stock, par value $0.0001 per share, (ii) the issuance of shares upon exercise of certain assumed ImmunogenX, Inc. (“ImmunogenX” or “IMGX”) stock options exercisable for an aggregate of 200,652 shares of Common Stock (the “Assumed Options”), (iii) the issuance of shares upon exercise of certain assumed ImmunogenX warrants exercisable for an aggregate of 127,680 shares of Common Stock (the “Assumed Warrants”), and (iv) the prior issuance of 36,830 shares of Common Stock to the stockholders of ImmunogenX (the “Nasdaq Proposal”). First Wave agreed to all of such issuances in connection with its acquisition of ImmunogenX (the “IMGX Transaction”) pursuant to that certain Agreement and Plan of Merger, dated March 13, 2024 (the “Merger Agreement”), by and among First Wave, IMMUNO Merger Sub I, Inc., IMMUNO Merger Sub II, LLC, and ImmunogenX, all as described in further detail herein. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Shares that are not represented at the Annual Meeting, abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of the voting on this proposal.

4.		Adoption and approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of our issued and outstanding shares of Common Stock, as a specific ratio, ranging from [●] to [●], at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of our stockholders (the “Reverse Split Proposal”). This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Shares that are not represented at the Annual Meeting, abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of the voting on this proposal.

5.		Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in this proxy statement (the “Say on Pay Proposal”). This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Shares that are not represented at the Annual Meeting, abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of the voting on this proposal.

6.		Ratification of Mazars USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”). To approve the ratification of Mazars USA LLP as our independent registered public accounting firm for the current fiscal year. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Shares that are not represented at the Annual Meeting and abstentions, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of the voting on this proposal.

7.		Approval of the Adjournment of the Annual Meeting to the Extent There Are Insufficient Proxies at the Annual Meeting to Approve Any One or More of the Foregoing Proposals. To approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of any one or more of the foregoing proposals are insufficient to approve any proposal. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Shares that are not represented at the Annual Meeting, abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of the voting on this proposal.

Director, Title		Age
James Sapirstein – Chief Executive Officer, Chairman and Non-Independent Director		62
Edward J. Borkowski – Lead Independent Director		64
Charles J. Casamento – Independent Director		78
Alastair Riddell, MSc., MBChB., DSc. – Independent Director		74
Terry Coelho – Independent Director		62
Jack Syage, Ph.D. – President and Chief Operating Officer		69
Chaitan Khosla – Independent Director		59

	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	6	-	-
Demographic Information:
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latinx	1	1	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	3	-	-
Two or More Races or Ethnicities	1	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	1


	Fees Earned or		Stock		Option		All Other
Non-Executive Directors	Paid in Cash(2)		Award (3)		Award		Compensation		Total
Edward J. Borkowski	$	102,500	$	75,020	$	-	$	-	$	177,520
Charles J. Casamento	$	75,833	$	75,020	$	-	$	-	$	150,853
Alastair Riddell	$	71,000	$	75,020	$	-	$	-	$	146,020
David Hoffman (1)	$	30,000	$	75,020	$	-	$	-	$	105,020
Terry Coelho	$	83,167	$	75,020	$	-	$	-	$	158,187

	·	providing leadership to the Board in any situation where the Chairman’s role may be, or may be perceived to be, in conflict, and also chairing meetings when the Chairman is absent;
	·	serving as liaison between the Chairman and the independent directors;
	·	approving information sent to the Board; and
	·	approving meeting agendas for the Board.

		Committees
Director	Board	Audit	Compensation(1)	Corporate Governance and Nominating
Edward J. Borkowski	X	X		CC
Charles J. Casamento	X	X	CC
David Hoffman	X
Alastair Riddell	X		X	X
James Sapirstein	C
Terry Coelho	X	CC	X
Meetings Held During 2023	9	5	3	1
Actions Taken by UWC During 2023	18	0	0	0

	·	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;
	·	discussing with our independent registered public accounting firm the independence of its members from its management;
	·	reviewing with our independent registered public accounting firm the scope and results of their audit;
	·	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
	·	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that are filed with the SEC;
	·	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;
	·	coordinating oversight of the Code and our disclosure controls and procedures on behalf of the Board;
	·	establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and
	·	reviewing and approving related-person transactions.

	·	reviewing key employee compensation goals, policies, plans and programs;
	·	reviewing and approving the compensation of our directors and executive officers;
	·	reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and
	·	appointing and overseeing any compensation consultants or advisors to the Company.

	·	assisting the Board in identifying qualified individuals to become members of the Board;
	·	determining the composition of the Board and monitoring the activities of the Board to assess overall effectiveness; and
	·	developing and recommending to our Board corporate governance guidelines applicable to the Company and advising our Board on corporate governance matters.

Executive Officer	Age	Title
James Sapirstein	62	Chief Executive Officer and Non-Independent Director
Sarah Romano	44	Chief Financial Officer
Jack Syage, Ph.D.	69	President and Chief Operating Officer


							Stock			Option			All Other
Named Executive Officers	Year	Salary		Bonus			Award			Award			Compensation			Total
James Sapirstein	2023	$	513,600	$	192,600	(1)	$	339,566	(3)	$	-		$	200,000	(5)	$	1,245,766
Chief Executive Officer	2022	$	480,000	$	96,000	(2)	$	-		$	165,720	(4)	$	-		$	741,720
Sarah Romano	2023	$	390,550	$	117,165	(1)	$	185,676	(3)	$	-		$	117,165	(5)	$	810,556
Chief Financial Officer	2022	$	304,166	$	54,000	(2)	$	-		$	135,503	(4)	$	-		$	493,669


									Market				Market
									value		Number		or payout
								Number	of		of		value of
								of	shares		unearned		unearned
								Shares	or units		shares,		shares,
		Number of						or units	of stock		units or		units or
		Securities	Number of					of stock	that		other		other
		underlying	underlying					that	have		rights		rights
		unexercised	unexercised		Option		Option	have not	not		that have		that have
		options (#)	unearned		exercise		expiration	vested	vested		not vested		not
Name	Grant Date	exercisable	options (#)		price ($)		date	(#)	($)		(#)		vested ($)
Named Executive Officers
James Sapirstein	10/08/2019	4	3	(1)	$	23,520.00	10/07/2029	-	$	-	-		$	-
	10/08/2019	-	-			-	10/07/2029	-	$	-	4	(2)	$	112,000
	07/16/2020	7	-		$	35,700.00	07/15/2030	-	$	-	-		$	-
	06/30/2021	14	5	(3)	$	35,700.00	07/15/2030	-	$	-	-		$	-
	01/03/2022	23	11	(4)	$	6,090.00	01/02/2032	-	$	-	-		$	-
	01/03/2023	-	-			-	01/02/2033	-	$	-	535	(5)	$	66,286
	12/29/2023	-	-			-	12/28/2033	-	$	-	17,660	(6)	$	74,172
Sarah Romano	03/01/2022	12	23	(7)	$	4,956.00	02/28/2032	-	$	-	-			-
	01/03/2023	-	-			-	01/02/2033	-	$	-	267	(8)	$	33,081
	12/29/2023	-	-			-	12/28/2033	-	$	-	12,614	(9)	$	52,978

(6)	Represents the RSU award issued to Mr. Sapirstein on December 29, 2023, which RSU vested upon the closing of the Merger.

(7)	Represents stock options issued to Ms. Romano on March 1, 2022, which options will vest over a term of three years, in three equal annual installments on each yearly anniversary of March 1, 2022.

(8)	Represents the RSU award issued to Ms. Romano on January 3, 2023, which RSU will vest over a term of one year on each three-month anniversary.

(9)	Represents the RSU award issued to Ms. Romano on December 29, 2023, which RSU vested upon the closing of the Merger.

Year		Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (3)		Average Summary Compensation Table Total for Non-PEO NEOs(2)		Average Compensation Actually Paid to Non- PEO NEOs(3)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4)			Net Loss(5)
	2023	$	1,245,766	$	671,314	$	810,556	$	549,587	$	(28.20	)	$	(15,794,983	)
	2022	$	741,720	$	184,270	$	389,870	$	171,330	$	(48.49	)	$	(14,629,642	)
	2021	$	1,294,380	$	423,078	$	507,764	$	147,668	$	(5.71	)	$	(58,537,849	)

(1)	The dollar amounts reported are the amounts of total compensation reported for James Sapirstein, our Chief Executive Officer / PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”

(2)	The dollar amounts reported represent the average of the amounts reported for our company’s Non-PEO NEOs as a group (excluding Mr. Sapirstein) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Sapirstein) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023, Ms. Romano, for 2022, Ms. Romano, Mr. Schneiderman and Mr. Pennington, and for 2021, Mr. Schneiderman and Mr. Pennington. For 2022, the information reported under this heading combines compensation earned by Ms. Romano and Mr. Schneiderman as one NEO in 2022. Mr. Schneiderman resigned as Chief Financial Officer on February 28, 2022. Ms. Romano was appointed Chief Financial Officer on March 1, 2022.

(3)	The dollar amounts reported represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:

(4)	Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2021, 2022 or 2023.

(5)	The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year.