SNFI 10-K/A
Stark Novus Financial Inc. (SNFI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the fiscal year ended |
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to |
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $0.0001 per share
(Title of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer☐ | |||
| Smaller
reporting company |
Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The
aggregate market value of the Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the
registrant, computed by reference to the closing sales price for the registrant’s Class A common stock on June 30, 2025 (the last
business day of the registrant’s most recently completed second quarter) as reported on the OTC Pink market, was approximately
$
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
As of March 26, 2026, there were shares of Class A common stock, $ par value outstanding.
EXPLANATORY NOTE
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other information contained or incorporated in, including the exhibits thereto, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original Annual Report.
In this Amendment No. 1, we provide our website address, www.nurideinc.com, to disclose that certain information is available on our website. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Amendment No. 1, and references to our website address in this Amendment No. 1 are inactive textual references only.
INDEX
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Information Regarding Directors
As previously disclosed, on June 27, 2023, Lordstown Motors Corp., a Delaware corporation and its subsidiaries (collectively, the “Debtors”), commenced voluntary proceedings under chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 proceedings were jointly administered under the caption In re: Lordstown Motors Corp., et al., Cases No. 23-10831 through 23-10833 (the “Chapter 11 Cases”). On March 5, 2024, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Third Modified First Amended Joint Chapter 11 Plan of Lordstown Motors Corp. and Its Affiliated Debtors (as may be further modified, amended, or supplemented, the “Plan”). Following the entry of the Confirmation Order and all conditions to Plan effectiveness being satisfied, the Debtors emerged from bankruptcy on March 14, 2024 (the “Effective Date”) under the name “Nu Ride Inc.”
The Plan provided for the appointment of new members to serve on the Company’s board of directors as of the Effective Date and provided that such new board was to be selected by the official committee of equity security holders (“Equity Committee”). The Equity Committee selected the below individuals to serve on the Company’s board of directors as of the Effective Date.
Set forth below is certain information with respect to our current directors as of April 15, 2026.
Name |
Age |
Length of Service as Director |
Position with the Company | |||
| Andrew L. Sole | 61 | Since March 2024 | Chairman of the Board, Class III Director and Member of the Audit Committee | |||
| Alexander C. Matina | 49 | Since March 2024 | Chief Executive Officer, President, Treasurer and Secretary and Class III Director | |||
| Michael J. Wartell | 57 | Since March 2024 | Class II Director, Chairman of the Corporate Governance and Nominating Committee and Member of the Audit Committee and Compensation Committee | |||
| Neil Weiner | 65 | Since March 2024 | Class I Director, Chairman of the Audit Committee and Member of the Compensation Committee and Corporate Governance and Nominating Committee | |||
| Alexandre Zyngier | 56 | Since March 2024 | Class II Director, Chairman of the Compensation Committee and Member of the Audit Committee and Corporate Governance and Nominating Committee |
Andrew L. Sole is the Co-founder and Managing Member of Esopus Creek Advisors, the General Partner to the Esopus Creek Value Series Fund LP (“Esopus”). Esopus, launched in August 2005, is based in East Hampton, N.Y. and is a concentrated long-term value investment fund focusing on investments in small and mid-capitalization public securities, both non-distressed and distressed public companies. Mr. Sole has over 30 years of investment experience, including investments in Chapter 11 corporate reorganizations. Mr. Sole has served as a fiduciary on both official creditor and official equity holder committees in numerous bankruptcy cases over the last 18 years. Prior to Esopus, Mr. Sole was a managing partner of Esopus Creek Partners and Esopus Creek Capital, the predecessor firms to Esopus, from January 2002 until August 2005. Both firms focused on long-term investments in public securities. Mr. Sole holds a Bachelor of Science in Mathematics from Union College and a J.D (cum laude and a Member of the Order of the Coif) from the Benjamin N. Cardozo School of Law of Yeshiva University, and is a licensed attorney in New York. We believe that Mr. Sole’s investment management and advisory knowledge and experience qualify him to serve on the Board.
Alexander C. Matina has served as the Chief Executive Officer of the Company since September 2025. Mr. Matina is currently the Managing Member of LANECR Consulting LLC. From 2007 through 2023, Mr. Matina served in various leadership roles, including as Portfolio Manager, at MFP Investors LLC, which invested across both public and private markets. He has served on the board of directors of Trinity Place Holdings Inc., a publicly traded company, since 2013, Range Capital Acquisition Corp, a special purpose acquisition company, since 2024 and Range Capital Acquisition II, a special purpose acquisition company, since 2025, and S&W Seed Company, a publicly traded agricultural company from 2015-2025. He is also a director of SIXGEN, a privately held cyber-security company, and Standard Nuclear, a privately held nuclear fuel business. Mr. Matina previously served as a director of Crowheart Energy LLC, a private energy company, Madava Financial, a private energy-focused finance company, as well as other public and private boards. Mr. Matina received a Bachelor of Science in finance and accounting from Fordham University (summa cum laude) and an MBA from Columbia Business School. We believe that Mr. Matina’s strong investment management and finance background, including experience with private equity as well as his experience with other public companies, qualify him to serve on the Board.
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Michael J. Wartell has been the president of Bluerose Associates, LLC since October 2023, a consulting firm providing strategic, governance, and investment advisory services. He serves and has served on a number of public and private company boards and special committees across sectors including healthcare, technology, financial services, and industrials, including Grupo Aeromexico, S.A.B. de C.V. since January 2026, which is a publicly traded holding company with subsidiaries engaged in commercial aviation in Mexico. Previously, he co-founded and served as Co-Chief Investment Officer of Venor Capital Management LP from 2005 through 2023, an alternative investment firm managing institutional capital across hedge fund and private credit strategies. Earlier in his career, Mr. Wartell held senior investment roles, previous to Venor, at Deutsche Bank and Merrill Lynch. He earned a Bachelor of Science in Economics (cum laude) with concentrations in Finance and Accounting from the Wharton School at the University of Pennsylvania and holds the Chartered Financial Analyst (CFA) designation. We believe that Mr. Wartell’s 35 years of experience leading investments across credit, special situations, and event-driven strategies brings deep expertise in strategic decision-making, risk governance, and stakeholder alignment across multiple industries, qualify him to serve on the Board.
Neil Weiner currently manages a private family partnership, Foxhill Family Partnership, LP, which was established in 2021. Prior to this, Mr. Weiner founded Foxhill Capital Partners, LLC in 2006 as the investment manager of the Foxhill Opportunity Fund, L.P., a private fund focused on distressed and special situation investments where he served as the Chief Investment Officer. He previously was a partner at the distressed firm Triage Capital Management. Additionally, he served on the board of directors of Cambium Learning Group, a private education technology company, from 2010 to 2013 and was chairman of the audit committee. Mr. Weiner holds a Bachelor of Arts from the University of Pennsylvania and an MBA from The Wharton School at the University of Pennsylvania. Through his substantial investment and fund management experience, Mr. Weiner has acquired extensive knowledge of, and experience in, the areas of finance, investing and capital markets, and such prior experiences also demonstrate his leadership capability and business acumen, which we believe qualifies him to serve on the Board.
Alexandre Zyngier has served as the Managing Director and Founder of Batuta Capital Advisors LLC, a private investment and advisory firm, since 2013. He also serves on the board of directors of Beyond Meat, a leading plant-based meat company since October 2025, Urgently Inc., a software enabled roadside assistance company since January 2025, Unifin Financiera SAB de CV, a Mexican finance company since August 2024, COFINA Puerto Rico, the taxing authority of Puerto Rico, since February 2019, Atari SA, a public video game company, since August 2014 and certain other private entities. Mr. Zyngier previously served on the board of directors of Slam Corp, a public special purpose acquisition company, from February 2023 until March 2026, LazyDays Holdings Inc. from July 2025 until December 2025, Appvion Holding Corp, a private paper and packaging company, from February 2019 to December 2021, GT Advanced Technologies Inc., a private advanced materials company, from March 2016 to November 2021, Torchlight Energy Resources Inc., a public exploration and production company, from June 2016 to June 2021, Eileen Fisher Inc., a private retail company, from November 2020 to May 2021, and certain other public and private companies. Mr. Zyngier earned his MBA in Accounting and Finance from the University of Chicago. We believe Mr. Zyngier’s qualifications to serve on our Board include his years of investment management and advisory experiences with various companies.
Director Terms of Office
As required by the Company’s Third Amended and Restated Certificate of Incorporation, the Board has been divided into three classes, designated Class I, Class II and Class III. The term of the Class I director (Mr. Weiner) will expire at the 2028 Annual Meeting; the term of the Class II directors will expire at the 2026 Annual Meeting (Messrs. Zyngier and Wartell), and the term of the Class III directors (Messrs. Sole and Matina) will expire at the annual meeting of the stockholders of the Company to be held in 2027, or, in each case, on the earlier of such person’s death, resignation or removal.
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Information Regarding Executive Officers
Effective September 26, 2025, Alexander Matina was appointed as the Company’s Chief Executive Officer, President, Treasurer and Secretary. Set forth below is certain information with respect to Mr. Matina as of April 15, 2026. For information concerning the business experience of Mr. Matina, see “Information Regarding Directors” above.
Name |
Age |
Position | ||
| Alexander C. Matina | 49 | Chief Executive Officer, President, Treasurer, and Secretary; Class III Director |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers, directors and beneficial owners of more than 10% of any registered class of our equity securities (each such person a “reporting person”) to file with the SEC initial reports of ownership and reports of changes in such ownership. Based solely on a review of the forms and amendments thereto filed electronically by any reporting person with the SEC during or with respect to 2025 and written representations from any such reporting person that no Form 5 is required, we believe that all reports applicable to such reporting persons were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all of our employees, executive officers and directors. The Code of Conduct is available on the investor relations portion of our website at nurideinc.com. The Board must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.
Corporate Governance
Process and Considerations for Nominating Board Candidates
The Board’s objective is that its membership be composed of a diverse group of experienced and dedicated individuals. The Corporate Governance and Nominating Committee is responsible for identifying, evaluating, recruiting, and recommending qualified candidates to the Board for nomination or election and for filling vacancies occurring between annual meetings of stockholders. Candidates for membership on the Board will be reviewed in the context of the existing membership of the Board, the operating requirements of the Company, and the long-term interests of stockholders. A director’s qualifications in light of these criteria are considered at least each time such director is renominated for Board membership. The Corporate Governance and Nominating Committee may apply several criteria in selecting nominees. At a minimum, the Corporate Governance and Nominating Committee considers:
| ● | Personal qualities and characteristics, accomplishments and reputation in the business community; | |
| ● | Current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business; | |
| ● | Ability and willingness to commit adequate time to Board and committee matters; | |
● |
The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and | |
| ● | Diversity of viewpoints, background, experience and other demographics. |
| - 4 - |
In evaluating and identifying candidates, the Corporate Governance and Nominating Committee has the authority to retain and terminate any third-party search firm that is used to identify director candidates and has the authority to approve the fees and retention terms of any search firm. With regard to any candidates who are properly recommended by stockholders (as described in more detail below) or by other sources, the Corporate Governance and Nominating Committee reviews the qualifications of any such candidate. After completing its review and evaluation of director candidates, the Corporate Governance and Nominating Committee recommends the director nominees that it has determined to be qualified to the full Board.
Stockholders desiring to suggest a candidate for consideration by the Nominating and Corporate Governance Committee must do so in accordance with our Bylaws and the securities laws, and should send a letter to the attention of the Secretary of the Company, at our principal executive offices, 1700 Broadway, 19th Floor, New York, New York 10019, Attention: Secretary, and include the information required by our Bylaws.
Audit Committee
The Board has an Audit Committee, consisting of Mr. Weiner (Chair) and Messrs. Sole, Wartell and Zyngier. The Board determined that each of these members of the Audit Committee satisfies the independence requirements of the rules of the NASDAQ Stock Market (“NASDAQ Rules”) and Rule 10A-3 under the Exchange Act. Each of these members of the Audit Committee can read and understand fundamental financial statements in accordance with NASDAQ Rules related to audit committee requirements and the Board has determined that Mr. Weiner qualifies as an audit committee financial expert within the meaning of SEC regulations.
Insider Trading Policy
We
have
| - 5 - |
Item 11. Executive Compensation
The following provides information regarding the compensation arrangements for our (i) Chief Executive Officer, President, Treasurer, and Secretary and (ii) former Chief Executive Officer, President, and Treasurer, who were our only named executive officer in 2025 (our “named executive officers” or “NEOs”).
For 2025, our NEOs were:
Name |
Position | |
| Alexander C. Matina | Chief Executive Officer, President, Treasurer, and Secretary; Class III Director | |
| William Gallagher | Former Chief Executive Officer, President, Secretary, and Treasurer |
Summary Compensation Table
The following table presents information concerning the total compensation of our NEOs for all services rendered in all capacities to us for the year ended December 31, 2025.
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compen- sation | All Other Compen- sation | Total | ||||||||||||||||||||||
| Alexander C. Matina Chief Executive Officer, President, Treasurer, and Secretary | 2025 | $ | 109,514 | - | - | - | - | $ | 117,667 | (2) | $ | 227,181 | ||||||||||||||||||
| William Gallagher | 2025 | - | - | - | - | - | $ | 261,096 | (3) | $ | 261,096 | |||||||||||||||||||
| Former Chief Executive Officer, President, Secretary, and Treasurer | 2024 | - | - | - | - | - | $ | 564,167 | (4) | $ | 564,167 | |||||||||||||||||||
| (1) | Effective September 26, 2025, Alexander Matina was appointed as the Company’s Chief Executive Officer, President, Treasurer, and Secretary. |
| (2) | On February 2, 2025, Mr. Matina was granted an award of 67,786 restricted stock units as part of his annual non-employee director compensation. In 2025, Mr. Matina also received an aggregate of $105,000 in cash for his service as a non-employee director prior to his appointment as Chief Executive Officer. As part of his employment agreement, Mr. Matina also received a health benefits stipend of $4,000 a month, totaling $12,667 in 2025. |
| (3) | Represents the amount billed by M3 Advisory Partners, LP (“M3 Partners”) to the Company for Mr. Gallagher’s services in 2025. |
| (4) | Represents the amount billed by M3 Partners to the Company for Mr. Gallagher’s services in 2024 and included $100,111 for Mr. Gallagher’s services during the bankruptcy in accordance with the terms of M3 Partners’ engagement by the Equity Committee. See “Engagement Agreements with M3 Partners – Arrangement with William Gallagher” below for more information |
Narrative Disclosure to Summary Compensation Table
The following discussion provides additional information regarding the compensation arrangements of our named executive officers for 2025.
Employment Agreement with Chief Executive Officer – Alexander C. Matina
Effective September 26, 2025, the Board appointed Alexander C. Matina as Chief Executive Officer, President, Treasurer, and Secretary of the Company. Mr. Matina continues to serve on the Board following his appointment and will also serve as the “principal financial officer” of the Company for Securities Exchange Commission purposes. Pursuant to the employment agreement entered into between the Company and Mr. Matina effective September 26, 2025, Mr. Matina will receive (i) an annual base salary of $415,000, (ii) an annual grant of RSUs with a fair market value of $50,000 so long as he remains Chief Executive Officer, (iii) an annual grant of RSUs with a fair market value of $100,000, for so long as he remains a member of the Board, and (iv) reimbursement for outside healthcare costs in the amount of $4,000 per month. Mr. Matina is also eligible to receive an annual bonus in the sole discretion of the Board. Mr. Matina will not receive any compensation in connection with his service as a member of the Board in excess of the compensation provided herein.
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Engagement Agreement with M3 Partners – Arrangement with William Gallagher
During the bankruptcy, the Equity Committee engaged M3 Partners to provide certain services, including consulting and advisory services provided by William Gallagher. Upon emergence from bankruptcy, the Company engaged M3 Partners to provide executive management and support services pursuant to the terms of the M3 Engagement Letter, effective as of March 15, 2024. Under the terms of the M3 Engagement Letter, the Company agreed to retain M3 to provide Mr. Gallagher to serve as Chief Executive Officer, President, Treasurer, and Secretary of the Company, a role he served in until he was succeeded by Alexander Matina effective September 26, 2025. Mr. Gallagher has been, and will remain, employed by M3 Partners and provides his services pursuant to the M3 Engagement Letter.
Under the M3 Engagement Letter, M3 Partners is entitled to non-refundable professional fees based on the actual hours incurred by M3 personnel on matters pertinent to the engagement. Such fees are based upon the hourly rates as set forth in the M3 Engagement Letter, depending on the title of the applicable M3 Partners personnel. Under the terms of the M3 Engagement Letter, the hourly rate attributable to Mr. Gallagher as a Managing Director of M3 Partners was $1,075-$1,205 per hour. For 2024, the hourly rate attributable to Mr. Gallagher was $1,205 per hour. M3 Partners furnishes the Company with monthly invoices in respect of unbilled service fees accrued, and the Company is required to pay such amounts within five days after the date of service of the relevant invoice.
The engagement of M3 Partners by the Company may be terminated by either party at any time upon ten business days’ written notice. Following any such termination, neither party will have further liability to the other, except with respect to fees and expenses earned and incurred through the date of termination and any provisions of the M3 Engagement Letter which are expressly stated to survive its termination or expiration.
In connection with the appointment of Alexander Matina, the Company entered into an amended and restated engagement letter (the “Amended M3 Engagement Letter”) with M3 Partners to reflect that William Gallagher would no longer be serving in the role of Chief Executive Officer of the Company. The Amended M3 Engagement Letter provides that M3 Partners will continue to provide support to the Company (including, without limitation, a litigation trustee) in evaluating and managing its operations, assets and liabilities, and such other services as M3 Partners and the Company otherwise agree in writing.
See Item 13. Certain Relationships and Related Transactions, and Director Independence - Certain Relationships and Related Party Transactions below for more information.
Outstanding Equity Awards at 2025 Year End
The following tables set forth certain information relating to outstanding equity awards for each named executive officer outstanding as of December 31, 2025:
| Named Executive Officer | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | ||||||
| Alexander C. Matina | 89,761 | (2) | $ | 130,153 | ||||
| William Gallagher | - | - | ||||||
| (1) | Calculated based on $1.45 per share, which was the closing market price per share of the Class A common stock as reported on the OTC Pink on December 31, 2025. |
| (2) | Includes 21,975 and 67,786 shares underlying RSU grants dated as of May 13, 2024 and January 2, 2025, respectively. The vesting dates of the outstanding RSU awards granted to Mr. Matina are as follows, subject to the terms of the applicable RSU Agreement: 4,395 shares on each of January 31, 2026, April 30, 2026, July 30, 2026, October 30, 2026 and January 30, 2027 pursuant to the RSU grant dated as of May 13, 2024, and 33,893 shares on each of January 2, 2026 and 2027, respectively, pursuant to the RSU grant dated as of January 2, 2025. |
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Director Compensation
Non-Employee Director Compensation Arrangements
On December 4, 2024, upon the recommendation of the Compensation Committee and Lyons, Benenson & Company Inc. (“LB&Co”), the compensation consultant engaged by the Compensation Committee, the Board adopted the following updated director compensation program (which was made effective retroactive to the date Board service began on March 14, 2024):
| ● | Cash: $140,000 per year, payable $35,000 quarterly in advance ($210,000 for Chairman, payable $52,500 quarterly in advance) | |
| ● | Equity: Annual RSU grant with a fair market value of $100,000 ($150,000 for Chairman), vesting in equal tranches on the first two anniversaries of the grant date, subject to acceleration in connection with a change in control. The grant date is the first trading day in January of each year. |
Directors may elect to defer receipt of shares upon the earliest to occur of (i) five years from the grant date, (ii) a change in control or (iii) a separation of service. A director’s affirmative irrevocable election must be made in the calendar year prior to the grant.
The following table provides information concerning the compensation paid by us to each of our non-employee directors who served during the year ended December 31, 2025. Compensation that Mr. Matina received for his service as a director in 2025 prior to his appointment as Chief Executive Officer has been reported in the Summary Compensation Table above.
| Name | Fees
Earned or Paid in Cash ($) | Stock | Option Awards ($) | All
Other Compensation ($) | Total | |||||||||||||||
| Andrew Sole | $ | 210,000 | $ | 174,082 | - | - | $ | 384,082 | ||||||||||||
| Michael Wartell | $ | 140,000 | $ | 84,055 | - | - | $ | 224,055 | ||||||||||||
| Neil Weiner | $ | 140,000 | $ | 84,055 | - | - | $ | 224,055 | ||||||||||||
| Alexandre Zyngier | $ | 140,000 | $ | 84,055 | - | - | $ | 224,055 | ||||||||||||
| (1) | Calculated in accordance with FASB ASC Topic 718. For 2025, the Chairman received an RSU grant with a fair market value of $174,082, comprised of (i) $24,082 for the retroactive equity fees owed for 2024 and (ii) $150,000 for 2025. For 2025, the other directors received an RSU grant with a fair market value of $84,055, with the remaining portion of the May 2024 RSU grant to the other directors equal to $15,945 credited against the equity fees owed under the updated director compensation program for 2025. As of December 31, 2025, each non-employee director held the following unvested RSUs: Mr. Sole: 162,364; and Messrs. Wartell, Weiner and Zyngier: 89,761. |
Equity Grant Policy and Procedures
We
currently only grant annual equity-based awards of RSUs to our Board in accordance with the “Non-Employee Director Compensation
Arrangements” described above. Our current compensation arrangements do not contemplate option awards. The Compensation Committee
may consider a modified or updated compensation program, from time to time based on business needs, changing compensation practices or
other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic
information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information
for the purpose of affecting the value of executive compensation.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known by us regarding the beneficial ownership of our Class A common stock, par value $0.0001 per share (the “Class A common stock”) and our Series A Convertible Preferred Stock, $0.0001 par value (the “Preferred Stock”) as of April 15, 2026, by:
| ● | each person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of Class A common stock or the Preferred Stock; | |
| ● | each of our current NEOs and directors; and | |
| ● | all of our current executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
The beneficial ownership percentages set forth in the table below are based on 16,096,296 shares of Class A common stock issued and outstanding as of April 16, 2026. As previously indicated, all shares of Class A common stock are presented after giving effect to the 1:15 reverse stock split of the outstanding Class A common stock, which became effective as of 12:01 a.m. Eastern Time on May 24, 2023.
Unless otherwise noted, the address for each beneficial owner listed below is 1700 Broadway, 19th Floor, New York, NY 10019.
| Shares of Class A Common Stock Beneficially Owned | ||||||||
| Name and Address of Beneficial Owner | Number | Percent of Class | ||||||
| Current Directors and Named Executive Officers | ||||||||
| Alexander Matina(1) | 73,455 | * | ||||||
| Andrew Sole(2) | 872,757 | 5.4 | % | |||||
| Michael Wartell(1) | 180,003 | * | ||||||
| Neil Weiner(1)(3) | 730,168 | 4.5 | % | |||||
| Alexandre Zyngier(1)(4) | 355,511 | 2.2 | % | |||||
| William Gallagher | - | - | ||||||
| All Current Directors and Executive Officers, as a group (5 individuals)(5) | 2,211,894 | 13.4 | % | |||||
| Five Percent Holders | - | - | ||||||
| Hon Hai Precision Industry Co., Ltd.(6) | 2,696,796 | 15.5 | % | |||||
*Represents beneficial ownership of less than 1%.
| (1) | Includes 39,562 and 33,893 shares of Class A common stock underlying RSUs that vest within 60 days. The settlement of these RSUs will be within ten (10) days following the earliest to occur of the following events: (a) the fifth (5th) anniversary of the grant dates (which were May 13, 2024 and January 2, 2025, respectively), (b) a “change in control event” with respect to the Company, as determined in accordance with Treas. Reg. 1.409A-3(i)(5), applying the default provisions or (c) the director’s “separation from service” from the Company, as determined under Section 409A of the Internal Revenue Code. |
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| (2) | Includes 39,562 and 70,195 shares of Class A common stock underlying RSUs that vest within 60 days. The settlement of these RSUs will be within ten (10) days following the earliest to occur of the following events: (a) the fifth (5th) anniversary of the grant dates (which were May 13, 2024 and January 2, 2025, respectively), (b) a “change in control event” with respect to the Company, as determined in accordance with Treas. Reg. 1.409A-3(i)(5), applying the default provisions or (c) the director’s “separation from service” from the Company, as determined under Section 409A of the Internal Revenue Code. Also includes 763,000 shares of Class A common stock owned by Esopus Creek Value Series Fund LP – Series A, and of which Esopus Creek Advisors LLC is the general partner. Mr. Sole is the sole managing member and principal of Esopus Creek Advisors LLC. Mr. Sole disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (3) | Includes 656,713 shares of Class A common stock owned by Foxhill Family Partnership, LP. Mr. Weiner is the president of the general partner of Foxhill Family Partnership, LP and, by virtue of such position, has voting and dispositive power over the securities held by it. Mr. Weiner disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (4) | Includes 282,056 shares of Class A common stock owned by HZ Investments LLC. Mr. Zyngier is the managing member of HZ Investments LLC and, by virtue of such position, has voting and dispositive power over the securities held by it. Mr. Zyngier disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (5) | Includes 197,810 and 205,767 shares of Class A common stock underlying RSUs that vest within 60 days. The settlement of these RSUs will be within ten (10) days following the earliest to occur of the following events: (a) the fifth (5th) anniversary of the grant dates (which were May 13, 2024 and January 2, 2025, respectively), (b) a “change in control event” with respect to the Company, as determined in accordance with Treas. Reg. 1.409A-3(i)(5), applying the default provisions or (c) the director’s “separation from service” from the Company, as determined under Section 409A of the Internal Revenue Code. |
| (6) | Information is based on the Schedule 13D/A filed with the SEC on May 3, 2023 (after giving effect to the 1:15 reverse stock split of the outstanding Class A common stock, which became effective on May 24, 2023) and includes: (i) 861,151 shares of Class A common stock held by Foxconn Ventures Pte. Ltd. (“Foxconn Ventures”) and (ii) 483,210 shares of Class A common stock held by Foxconn (Far East) Limited (“Foxconn Far East”). The amount shown in the table also includes 1,352,435 shares of Class A common stock that would be issuable upon conversion of the 300,000 shares of Preferred Stock held by Foxconn Ventures (including accrued and unpaid dividends) if such shares were converted (and such dividends were paid in kind) as of April 15, 2026. The number of shares of Class A common stock into which the Preferred Stock is convertible at the time of such conversion is subject to the Ownership Limitation (as defined in the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock). Foxconn Far East owns 54.5% of the outstanding equity interests of Foxconn Ventures and controls its board of directors. Each of Foxconn Far East, Foxconn EV Technology, Inc. (“Foxconn EV”), Foxteq Holdings Inc. (“Foxteq Holdings”), Foxteq Integration Inc. (“Foxteq Integration”) and PCE Paragon Solutions Kft. (“PCE”) is a wholly owned subsidiary of Hon Hai Precision Industry Co., Ltd. (“Hon Hai”). In this capacity, Hon Hai exercises shared voting and investment power over the shares held directly or indirectly by Foxconn Ventures, Foxconn Far East, Foxteq Holdings, Foxteq Integration, PCE and Foxconn EV. The principal address of Hon Hai is No. 66, Zhongshan Road, Tucheng Industrial Zone, Tucheng District, New Taipei City, 23680, Taiwan. |
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2025, regarding the Company’s equity compensation plan. The only plan pursuant to which the Company may currently make additional equity grants is the 2020 Equity Incentive Plan, as amended (the “Equity Incentive Plan”).
| Plan category | Number
of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights | Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| Equity compensation plans approved by stockholders | 1,086,801 | - | 1,325,253 | |||||||||
| Equity compensation plans not approved by stockholders | - | - | 775,110 | (1) | ||||||||
| Total | 1,086,801 | - | 2,100,363 | (2) | ||||||||
| (1) | In accordance with the Plan, on March 14, 2024, the Board approved, adopted and ratified an amendment to the Equity Incentive Plan, as amended, to increase the number of shares of Class A common stock reserved for issuance thereunder by 775,110 shares from an aggregate of 2,224,890 shares to an aggregate of 3,000,000 shares (inclusive of the 358,224 shares underlying awards that were initially granted under the Lordstown Motors Corp.’s 2019 Equity Incentive Plan and converted into awards under the Equity Plan upon the closing of the Company’s business combination with Lordstown Motors Corp.). |
| (2) | On December 11, 2025, the Company’s stockholders approved an amendment to the Equity Incentive Plan to increase the number of shares of Class A common stock reserved for awards under such plan by 1,000,000 shares. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Party Transactions
Foxconn Transactions
In the years prior to the Company’s filing for bankruptcy protection, the Company entered into a series of transactions with affiliates of Foxconn, beginning with the Agreement in Principle that was announced on September 30, 2021, pursuant to which the Company entered into definitive agreements to sell our manufacturing facility in Lordstown, Ohio under an asset purchase agreement (the “Foxconn APA”) and outsource manufacturing of the Endurance to Foxconn under a contract manufacturing agreement (the “CMA”). On November 7, 2022, the Company entered into an investment agreement with Foxconn under which Foxconn agreed to make additional equity investments in the Company (the “Investment Agreement”). The Investment Agreement superseded and replaced an earlier joint venture agreement. The Foxconn APA, the CMA and the Investment Agreement together are herein referred to as the “Foxconn Transactions.” Foxconn’s beneficial ownership of Class A common stock exceeded 5% as of November 2022 causing Foxconn to become a related party. See Part I – Item 1 – Business – Foxconn Transactions and Note 8 – Commitments and Contingencies of the Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding the terms and status of the Foxconn Transactions. For the year ended December 31, 2025, the Company made no payments, and had no amounts payable, to Foxconn.
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Engagement Letter to M3 Partners
William Gallagher, who served as the Company’s Chief Executive Officer from the Effective Date until September 26, 2025, is a principal of M3 Partners. M3 Partners served as the Equity Committee’s financial consultant during the bankruptcy proceedings. Upon emergence from bankruptcy, the Company engaged M3 Partners to provide executive management and support services pursuant to the terms of the Engagement Agreement. While serving as the Company’s Chief Executive Officer, Mr. Gallagher remained employed by M3 Partners and provided his services pursuant to the Engagement Agreement. In connection with the appointment of Alexander Matina as the Company’s Chief Executive Officer on September 26, 2025, the Company entered into the Amended Engagement Agreement with M3 Partners to reflect that William Gallagher would no longer be serving in the role of Chief Executive Officer of the Company. The Amended M3 Engagement Letter provides that M3 Partners will continue to provide support to the Company, including a litigation trustee, in evaluating and managing its operations, assets and liabilities, and such other services as M3 Partners and the Company otherwise agree in writing.
Pursuant to the Amended Engagement Agreement, M3 Partners’ fees are calculated on an hourly basis. The Company incurred approximately $0.9 million in fees payable to M3 Partners under the Engagement Agreement and Amended Engagement Agreement for the year ended December 31, 2025.
Review, Approval or Ratification of Transactions with Related Persons
The Company’s Board has adopted a Related Party Transaction Policy that sets forth policies and procedures for the review and approval or ratification of any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which any executive officer, director or nominee for director, any shareholder beneficially owning 5% or more of any class of the Company’s voting securities, or an immediate family member of any such person, or any entity that is controlled by any of the foregoing persons, had, has or will have a direct or indirect material interest that would need to be disclosed under Item 404(a) of Regulation S-K (a “Related Party Transaction”), including any material amendment or modification to an existing Related Party Transaction. Pursuant to this policy, the Audit Committee reviews and approves any proposed Related Party Transaction, considering, among other factors, whether the Related Party Transaction is fair to the Company and is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party and whether the Related Party Transaction would present an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or related party, the direct or indirect nature of the director’s, executive officer’s or related party’s interest in the transaction and the ongoing nature of any proposed relationship. The Audit Committee may then approve or disapprove the transaction in its discretion. Any Related Party Transaction will be disclosed in the applicable SEC filing as required by the rules of the SEC.
Director Independence
The Board has determined that each of the current non-employee directors qualify as independent directors under the NASDAQ Rules and SEC regulations, as applicable, for purposes of serving as a director and a member of the committee on which such director serves.
Item 14. Principal Accountant’s Fees and Services
Principal Accounting Fees and Services
Effective April 17, 2024, the Audit Committee approved the appointment of BDO USA, P.C. (“BDO”) as the Company’s new independent registered public accounting firm for the year ended December 31, 2024. The following table presents the fees for professional services rendered by BDO for the audit of our annual financial statements for the years ended December 31, 2025 and December 31, 2024, and the fees billed for other services rendered by BDO during that period.
| Fee Category | 2025 | 2024 | ||||||
| Audit Fees | $ | 200,000 | $ | 200,000 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total Fees | $ | 200,000 | $ | 200,000 | ||||
Audit Fees. The aggregate audit fees (inclusive of out-of-pocket expenses) billed by BDO were for professional services rendered for the audit of our annual financial statements and internal control over financial reporting, review of financial statements included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
All of the fees set forth in the table above were pre-approved by the Audit Committee.
Pre-Approval of Audit and Non-Audit Services
The Audit Committee has established a policy to review and approve the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
| (1) | Financial Statements. No financial statement or supplemental data are filed with this Amendment No.1. See the Index to Financial Statements of the Original Form 10-K. | |
| (2) | Financial Statements Schedule. All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto. | |
| (3) | Exhibits. |
Exhibit Index
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| + | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
| # | Indicates management contract or compensatory plan or arrangement. |
| * | Filed herewith |
| ** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NU RIDE INC. | ||
| Date: April 29, 2026 | By: | /s/ Alexander C. Matina |
| Name: | Alexander C. Matina | |
| Title: | Chief Executive Officer, President, Treasurer, and Secretary | |
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