NextTrip, Inc S-1/A, filed Nov 12, 2024

NextTrip, Inc. (NTRP)

S-1/A 2024-11-12

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Added on October 21, 2026

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

	Per Share of Common Stock and Accompanying Common Warrant	Per Pre-Funded Warrant and Accompanying Common Warrant	Total
Public offering price	$		$
Underwriting discounts and commissions⁽¹⁾	$		$
Proceeds to NextTrip, Inc. before expenses	$		$

	Page
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	9
SUMMARY FINANCIAL DATA	10
RISK FACTORS	11
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS	28
USE OF PROCEEDS	29
MARKET FOR OUR COMMON STOCK	30
DIVIDEND POLICY	30
CAPITALIZATION	31
DILUTION	32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
BUSINESS	46
MANAGEMENT	52
EXECUTIVE AND DIRECTOR COMPENSATION	59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	72
PRINCIPAL STOCKHOLDERS	73
DESCRIPTION OF CAPITAL STOCK	75
DESCRIPTION OF SECURITIES WE ARE OFFERING	77
SHARES ELIGIBLE FOR FUTURE SALE	79
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	80
UNDERWRITING	84
LEGAL MATTERS	92
EXPERTS	92
WHERE YOU CAN FIND MORE INFORMATION	92
INDEX TO FINANCIAL STATEMENTS	F-1

	●	NextTrip Leisure – A robust booking engine providing customized vacation packages, flights, hotels, tours, wellness vacations, and group travel options.

	●	NextTrip Business – Corporate travel management for small to mid-sized businesses, featuring booking, expense reporting, concierge services, and 24/7 support.

	●	NextTrip Solutions – A suite for product management and white-label solutions, including property management, vacation rentals, and a portal to support travel agents.

	●	NextTrip Media – Travel Magazine and Compass.TV offering travelers inspiration and information through articles, videos, and immersive digital experiences. This will include customizable travel channels for users to explore and share with friends and family.

Milestone	Date Earned	Contingent Shares
Launch of NextTrip’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase 1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business.	As of a date six months after the closing date	1,450,000 Contingent Shares

Launch of NextTrip’s group travel booking platform and signing of at least five (5) entities to use the groups travel booking platform.	As of a date nine months from the closing date (or earlier date six months after the closing date)	1,450,000 Contingent Shares

Launch of NextTrip’s travel agent platform and signing up of at least 100 travel agents to the platform (which calculation includes individual agents of an agency that signs up on behalf of multiple agents).	As of a date 12 months from the closing date (or earlier date six months after the closing date)	1,450,000 Contingent Shares

Commercial launch of FlexPay technology in the NXT2.0 system.	As of a date 15 months after the closing date (or earlier date six months after the closing date)	1,650,000 Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition

Common stock outstanding before this		1,429,412 shares.
offering

Common stock offered by us		shares.

Common Warrants offered by us		Common Warrants to purchase up to shares of our common stock. Each Common Warrant will have an exercise price of $ per share, will be exercisable commencing on the date of issuance and will expire five (5) years from the date of issuance. The shares of common stock and Common Warrants will be sold together, with each share of common stock to be sold together in a fixed combination with a Common Warrant to purchase a share of common stock. This offering also relates to the shares of common stock issuable upon exercise of Common Warrants sold in this offering. To better understand the terms of the Common Warrants, you should carefully read the section of the prospectus entitled “Description of Securities We Are Offering–Common Warrants.” You should also read the form of Common Warrant, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Pre-Funded Warrants offered by us		We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants in lieu of shares common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. This offering also relates to the shares of common stock issuable upon exercise of any Pre-Funded Warrant sold in this offering. For each Pre-Funded Warrant that we sell, the number of shares of common stock that we are offering will be decreased on a one-for-one basis. The purchase price of each Pre-Funded Warrant will be equal to the combined public offering price per share of common stock and Common Warrant sold in this offering minus $0.001, the exercise price per share of common stock of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. To better understand the terms of the Pre-Funded Warrants, you should carefully read the section of the prospectus entitled “Description of Securities We Are Offering–Pre-Funded Warrants.” You should also read the form of Pre-Funded Warrant, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Option to purchase additional shares		We have granted the underwriter an option, exercisable for 30 days after closing of this offering, to purchase up to additional shares of Common Stock, Pre-Funded Warrants and/or Common Warrants from us at the combined public offering price per share less the underwriting discounts and commissions, solely to cover over-allotments, if any.

Common stock to be outstanding immediately after this offering		shares (or shares if the underwriter exercises its over-allotment option in full), assuming no sales of Pre-Funded Warrants, which, if sold, would reduce the number of shares of common stock that we are offering on a one-for-one basis, and no exercise of Common Warrants sold in this offering or Underwriter’s Warrants issued in connection with this offering.

Use of proceeds		We estimate that our net proceeds from the sale of the shares of common stock (or Pre-Funded Warrants in lieu thereof) and accompanying Common Warrants we are offering under this prospectus will be approximately $ million (or approximately $ million if the underwriter exercises its option to purchase additional shares in full), assuming a public offering price of $ per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds we receive from this offering for general corporate purposes, including operating expenses, capital expenditures and working capital. See the section titled “Use of Proceeds” for additional information.

Underwriter’s Warrants		We have agreed to issue to the underwriter warrants to purchase up to a total of shares of our common stock (or shares assuming the over-allotment option is exercised in full), representing seven percent (7%) of the aggregate number of shares of our common stock and Pre-Funded Warrants (if any) sold in this offering. The warrants will be exercisable, at a price per share equal to 100% of the combined public offering price per share of common stock and Common Warrant, at any time and from time to time, in whole or in part, from 180 days after the commencement of sales in this offering to the fifth anniversary thereof. The registration statement of which this prospectus is a part also registers for sale the number of shares of common stock issuable upon exercise of the Underwriter’s Warrants. Please see “Underwriting – Underwriter’s Warrants” for a description of these warrants.

Risk factors		You should read the “Risk Factors” section of this prospectus beginning on page 11 and the other information in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.

Market symbol and trading		Our common stock is listed on the Nasdaq Capital Market under the ticker symbol “NTRP”. We do not intend to apply for a listing of the Pre-Funded Warrants or the Common Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants and Common Warrants will be limited.

	●	78,877 shares of our common stock subject to outstanding options having a weighted-average exercise price of $58.19 per share;

	●	580,837 shares of our common stock subject to outstanding warrants having a weighted-average exercise price of $7.67 per share;

	●	3,259 shares of our common stock issuable upon conversion of our Series E Convertible Preferred Stock;

	●	33,000 shares of our common stock issuable upon conversion of our Series H Convertible Preferred Stock;

	●	126,204 shares of our common stock issuable upon conversion of our Series I Convertible Preferred Stock;

	●	shares of our common stock issuable upon exercise of the Common Warrants being offered hereunder; and

	●	shares of common stock (or shares assuming the over-allotment option is exercised in full), issuable upon exercise of Underwriter’s Warrants to be issued to the underwriter or its designees as compensation in connection with this offering at an exercise price equal to 100% of the combined public offering price of the shares of common stock (or Pre-Funded Warrants in lieu thereof) and Common Warrants being offered hereunder.

	●	the sale and issuance by us of all shares of common stock (or Pre-Funded Warrants in lieu thereof) and accompanying Common Warrants being offered hereunder;

	●	no exercise of the Common Warrants being offered hereunder;

	●	no exercise of the Underwriter’s Warrants to be issued upon consummation of this offering;

	●	no exercise of outstanding options or warrants; and

	●	no exercise by the underwriters of their option to purchase up to additional shares of our Common Stock, Pre-Funded Warrants and/or Common Warrants from us to cover over-allotments, if any.

(in thousands, except per share data)	Year Ended February 29 and 28,						Six Months Ended August 31,
	2024			2023			2024			2023
				(unaudited)						(unaudited)
Revenue	$	459		$	383		$	343		$	47
Cost of revenue	$	398		$	355		$	329		$	41
Operating expenses:
General and administrative	$	3,788		$	3,566		$	2,845		$	1,364
Sales and marketing	$	484		$	707		$	208		$	91
Depreciation and amortization	$	1,469		$	707		$	383		$	668
Total operating expenses	$	5,741		$	4,980		$	3,436		$	2,123
Other income (expense)	$	(977	)	$	(82	)	$	(99	)	$	(139	)
Gain (loss) from discontinued operations	$	(675	)	$	—		$	8		$	—
Provision for income taxes	$	—		$	—		$	—		$	—
Preferred dividends		(7	)		—			(21	)
Net loss	$	(7,339	)	$	(5,034	)	$	(3,534	)	$	(2,256	)
Net loss per share – basic and diluted	$	(32.12	)	$	(70.32	)	$	(1.07	)	$	(27.06	)
Basic and diluted weighted average number of common shares		228			72			3,277			83

(in thousands)	As of August 31, 2024
	Actual			As Adjusted (1)
	(unaudited)			(unaudited)

Balance Sheet Data:
Cash and cash equivalents	$	102		$
Current Assets	$	1,358		$
Total Assets	$	4,889		$
Current Liabilities	$	5,023		$
Total Liabilities	$	5,023		$
Accumulated Deficit	$	(27,686	)	$
Total Stockholders’ Equity (Deficit)	$	(134	)	$

	●	increasing our vulnerability to general adverse economic and industry conditions;

	●	requiring us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

	●	making it more difficult for us to optimally capitalize and manage the cash flow for our businesses;

	●	limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

	●	possibly placing us at a competitive disadvantage compared to our competitors that have less debt; and

	●	limiting our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable.

	●	the cost and resources required to localize its services, which requires the translation of our websites and their adaptation for local practices and legal and regulatory requirements;

	●	adjusting the products and services we provide in foreign jurisdictions, as needed, to better address the needs of distributors and travelers, and the threats of local competitors;

	●	being subject to foreign laws and regulations, including those laws governing Internet activities, email messaging, collection and use of personal information, ownership of intellectual property, taxation and other activities important to our online business practices, which may be less developed, less predictable, more restrictive, and less familiar, and which may adversely affect financial results in certain regions;
	●	competition with companies that understand the local market better than we do or who have pre-existing relationships with suppliers, distributors and travelers in those markets;

	●	legal uncertainty regarding our liability for the transactions and content on our websites, including online bookings, property listings and other content provided by suppliers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable law;

	●	lack of familiarity with and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory requirements, including invoicing, data collection and storage, financial reporting and tax compliance requirements, which are subject to unexpected changes;

	●	laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;

	●	challenges associated with joint venture relationships and minority investments;

	●	adapting to variations in foreign payment forms;

	●	difficulties in managing and staffing international operations and establishing or maintaining operational efficiencies;

	●	difficulties in establishing and maintaining adequate internal controls and security over our data and systems;

	●	currency exchange restrictions and fluctuations in currency exchange rates;

	●	potentially adverse tax consequences, which may be difficult to predict, including the complexities of foreign value added tax systems and restrictions on the repatriation of earnings;

	●	political, social and economic instability abroad, war, terrorist attacks and security concerns in general;

	●	the potential failure of financial institutions internationally;

	●	reduced or varied protection for intellectual property rights in some countries; and

	●	higher telecommunications and Internet service provider costs.

	●	difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;

	●	legal or regulatory challenges or post-acquisition litigation, which could result in significant costs or require changes to the businesses or unwinding of the transaction;

	●	failure of the acquired company or assets to achieve anticipated revenue, earnings or cash flow;

	●	diversion of management’s attention or other resources from our existing business;

	●	our inability to maintain key distributors and business relationships, and the reputations of acquired businesses;

	●	uncertainty resulting from entering markets in which we have limited or no prior experience or in which competitors have stronger market positions;

	●	our dependence on unfamiliar affiliates and partners of acquired businesses;

	●	unanticipated costs associated with pursuing acquisitions;

	●	liabilities of acquired businesses, which may not be disclosed to us or which may exceed our estimates, including liabilities relating to non-compliance with applicable laws and regulations, such as data protection and privacy controls;

	●	difficulties in assigning or transferring to us or our subsidiaries intellectual property licensed to companies we acquired;

	●	potential loss of key employees of the acquired companies;

	●	difficulties in complying with antitrust and other government regulations;

	●	challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles; and

	●	potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships or intellectual property, are later determined to be impaired and written down in value.

	●	experienced and innovative executive officers;

	●	senior managers who have successfully managed or designed programs in the public sector; and

	●	information technology professionals who have designed or implemented complex information technology projects.

	●	delays or failures in the commercialization of our current or future products and services;

	●	quarterly variations in our results of operations or those of our competitors;

	●	changes in our earnings estimates or recommendations by securities analysts or adverse publicity about us or our products or services;

	●	announcements by us or our competitors of new products and services, significant contracts, commercial relationships, acquisitions or capital commitments;

	●	adverse developments with respect to our intellectual property rights;

	●	commencement of litigation involving us or our competitors;

	●	any major changes in our Board of Directors or management;

	●	market conditions in our industry; and

	●	general economic conditions in the United States and abroad.

	●	On December 29, 2023, the Company acquired 100% of the outstanding equity interests of NextTrip Holdings, Inc. (“NextTrip”) pursuant to a share exchange agreement by and among the Company, NextTrip and certain other parties (the “Acquisition”). As consideration for the Acquisition, at closing the Company issued 156,007 restricted shares of its common stock, constituting 19.99% of its issued and outstanding shares of common stock immediately prior to execution of the share exchange agreement, and agreed to issue up to an aggregate of 5,843,993 shares as further consideration upon NextTrip’s achievement of certain milestones set forth in the exchange agreement.

	●	On January 16, 2024, the Company completed the sale of certain assets, consisting primarily of patents, software code and other intellectual property, to Divergent Technologies, Inc. for a purchase price of $1,626,242, resulting in net proceeds to the Company of $1,533,563.

	●	In October 2023, the Company sold an aggregate of 128,887 shares of its common stock under its existing at-the-market agreement, resulting in net proceeds to the Company of approximately $772,468.

	●	a classified Board of Directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our Board of Directors;

	●	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

	●	the exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;

	●	the ability of our Board of Directors to alter our bylaws without obtaining stockholder approval;

	●	the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or repeal the provisions of our articles of incorporation and bylaws regarding the election and removal of directors;

	●	a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

	●	the requirement that a special meeting of stockholders may be called only by the chairman of the Board of Directors, the chief executive officer, the president (in the absence of a chief executive officer) or the Board of Directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

	●	advance notice procedures that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

	●	our anticipated needs for working capital;

	●	our ability to secure additional financing;

	●	our ability to continue as a going concern;

	●	we have incurred significant losses since our inception and anticipate that we will continue to incur losses in the future;

	●	regulatory or legal developments in the United States and other countries;

	●	the level of expenses related to our product development and operations; and

	●	our efforts to expand our products and our business.

Proceeds:
Gross Proceeds	$	10,000,000
Underwriting Discounts and Commissions		(800,000	)
Estimated Fees and Expenses		(550,000	)
Net Proceeds	$	8,650,000

Use of Proceeds:
Compass.TV:
AI generated video creation platform		500,000
Marketing/viewership acceleration		500,000

NextTrip Travel:
NXT 2.0 (technology enhancements to groups, widget, and travel agent platforms)		400,000
Expanded Staffing (customer support)		1,000,000
Expanded marketing programs		700,000
Upgrading Technology Infrastructure - NXT 3.0		1,000,000

Travel Magazine Marketing:
Marketing for expanded user base		400,000
My Bucket List		100,000

Other:
Acquisitions		2,700,000
General working capital		1,042,000
Repayment of short term promissory note		308,000

Total Use of Proceeds	$	8,650,000

	●	on an actual basis; and

	●	on an adjusted basis, after giving effect to our sale of shares of common stock and Common Warrants to purchase an aggregate of shares of our common stock in this offering at a combined public offering price of $ per share of common stock and accompanying Common Warrant, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted figures assume no sale of Pre-Funded Warrants, and excludes the proceeds, if any, from the exercise of any Common Warrants and Underwriter’s Warrants to be issued in this offering.

As of August 31, 2024
	Actual			As Adjusted (1)
	(unaudited)			(unaudited)
	(in thousands, except share and per share amounts)
Cash and Cash Equivalents	$	102		$
Total Current Liabilities	$	5,023		$
Total Liabilities	$	5,023		$
Stockholders’ Equity (Deficit):
Preferred Stock; par value $0.001, 10,000,000 authorized, 63,494 issued and outstanding		—
Common Stock: par value $0.001, 250,000,000 authorized, 1,388,641 issued and outstanding	$	1		$
Additional Paid-in Capital	$	27,550		$
Accumulated Deficit	$	(27,685	)	$
Total Stockholders’ Equity (Deficit)	$	(134	)	$

(1)	This as adjusted information is illustrative only and will depend on the actual public offering price and other terms of this offering determined at pricing.

(2)	Each $0.10 increase (decrease) in the combined public offering price of $ per share of common stock and Common Warrant would increase (decrease) cash and cash equivalents, working capital, total assets, and total stockholders’ (deficit) equity by approximately $ million, assuming that the number of shares of common stock and Common Warrants offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and assuming no sale of Pre-Funded Warrants. Similarly, an increase (decrease) of 500,000 shares of common stock and Common Warrants offered by us would increase (decrease) the as adjusted amounts of each of our cash, cash equivalents, and short-term investments, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $ million, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming no sale of Pre-Funded Warrants.

	●	78,877 shares of our common stock subject to outstanding options having a weighted-average exercise price of $58,19 per share;

	●	484,063 shares of our common stock subject to outstanding warrants having a weighted-average exercise price of $8.58 per share;

	●	96,238 shares of our common stock issuable upon conversion of our Series E, H, and I Convertible Preferred Stock; and

	●	728 shares of our common stock issuable upon exercise of Unit Purchase Options to acquire up to 560 units, at an exercise price of $350.00 per unit, consisting of 560 shares of common stock, and warrants to purchase up to 168 shares of common stock at an exercise price of $322.00.

	●	the sale and issuance by us of all shares of common stock (or Pre-Funded Warrants in lieu thereof) and accompanying Common Warrants being offered hereunder;

	●	no exercise of the Common Warrants being offered hereunder;

	●	no exercise of Underwriter’s Warrants to be issued upon consummation of this offering;

	●	no exercise of outstanding options or warrants; and

	●	no exercise by the underwriters of their option to purchase up to additional shares of our Common Stock, Pre-Funded Warrants and/or Common Warrants from us to cover over-allotments, if any.

Public offering price per share		$
Pro-forma net tangible book value per share as of August 31, 2024	$
Increase in pro-forma net tangible book value per share attributable to new investors in this offering
Pro-forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors in this offering		$

	●	The assessment of NextTrip’s ability to continue as a going concern;
	●	The measurement and useful life of intangible assets and property and equipment; and
	●	Recoverability of long-lived assets

Category	Method	Estimated useful life
Software	Straight line	3 years
Software licenses	Straight line	0.5 - 4 years

	●	NextTrip is primarily responsible for fulling the promise to provide such travel product.
	●	NextTrip has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer.
	●	NextTrip has discretion in establishing the price for the specified travel product.

	●	The cost of developing and maintaining our proprietary software and NXT2.0 booking engine;

	●	The effect of competing technological and market developments;

	●	The revenue from the sales of our existing and future products; and

	●	The cost of operating as a public company.

	●	Access to relevant travel videos and articles for trip planning.
	●	Personalized profiles for saving destinations and activities.
	●	Social sharing of travel ideas and communication with others.
	●	Concierge support for travel planning.
	●	Options to book travel online or via our call center.
	●	Proprietary payment solutions like FlexPay
	●	Exclusive rates and promotions from targeted suppliers, creating strategic pricing and competitive advantage.
	●	Technology for booking groups travel, applicable to both corporate and leisure travel.
	●	Continuous customer support from booking through post-travel.

Name	Age	Position
William Kerby	67	Chief Executive Officer
Lyndsey North	42	President
Frank Orzechowski	64	Chief Financial Officer, Treasurer and Corporate Secretary
Donald P. Monaco	72	Chair of the Board
Dennis Duitch	80	Director
Kent Summers	66	Director
Jacob Brunsberg	38	Director
Salvatore Battinelli	83	Director

	●	the Class I director is Donald P. Monaco, with a term expiring at our 2024 annual meeting of stockholders;

	●	the Class II directors are Salvatore Battinelli and Jacob Brunsberg, with terms expiring at our 2025 annual meeting of stockholders; and

	●	the Class III directors are Dennis Duitch and Kent Summers, with terms expiring at our 2026 annual meeting of stockholders.

	●	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

	●	overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

	●	reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

	●	monitoring our internal control over financial reporting, disclosure controls and procedures;

	●	establishing procedures for the receipt, retention and treatment of accounting related complaints and concerns;

	●	meeting independently with our registered public accounting firm and management;

	●	reviewing and approving or ratifying any related person transactions; and

	●	preparing the Audit Committee report required by SEC rules.

	●	annually reviewing and approving corporate goals and objectives applicable to CEO compensation;

	●	determining our CEO’s compensation;

	●	reviewing and approving, or making recommendations to our Board of Directors with respect to the compensation of our other executive officers;

	●	overseeing an evaluation of our senior executives;

	●	overseeing and administering our equity incentive plans;

	●	reviewing and making recommendations to our Board of Directors with respect to director compensation; and

	●	reviewing and discussing annually with management our “Compensation Discussion and Analysis” when it is required by SEC rules to be included in our Proxy Statements.