Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Check the appropriate box:
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| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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Suite 201,
P.O. Box 469
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON
Notice is hereby given that the Annual General Meeting of Shareholders (the "Meeting") of
| 1. | To consider and vote upon a proposal to elect five directors to serve on the Board of Directors of the Company until the Annual General Meeting of Shareholders of the Company in 2026; |
| 2. | To consider and vote upon a proposal to ratify the appointment of |
| 3. | To consider and vote upon a proposal to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of our outstanding ordinary shares issuable upon the exercise of Series B warrants when combined with the other securities issued in the transaction; and |
| 4. | To transact such other business that may properly come before the meeting or any adjournments or postponements thereof. |
Information concerning the matters to be acted upon at the Meeting is set forth in the accompanying Proxy Statement.
Only shareholders of record, as shown by the transfer books of the Company, at the close of business on
| By Order of the Board of Directors, | |
| /s/ |
|
| Chief Executive Officer | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON
To access our Proxy Statement and our Annual Report to Shareholders,
please visit www.oxbridgere.com/2025AGM
TABLE OF CONTENTS
Suite 201
P.O. Box 469
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of
This Proxy Statement and the accompanying proxy card and Notice of Annual General Meeting of Shareholders are expected to be provided to shareholders on or about
Matters to be Voted Upon at the Meeting
You are being asked to consider and vote upon the following proposals:
| 1. | To elect five directors to serve on the Board of Directors of the Company (our "Board") until the Annual General Meeting of Shareholders of the Company in 2026 ("Proposal One"); and |
| 2. | To ratify the appointment of |
| 3. | To consider and vote upon a proposal to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of our outstanding ordinary shares issuable upon the exercise of Series B warrants when combined with the other securities issued in the transaction ("Proposal Three"). |
Voting Procedures
As a shareholder of the Company, you have a right to vote on certain matters affecting the Company. The proposals that will be presented at the Meeting and upon which you are being asked to vote are discussed above. Each ordinary share of the Company you owned as of the record date,
Methods of Voting
You may vote by mail, by telephone, over the Internet or in person at the Meeting.
Voting by Mail. You may vote by signing the proxy card and returning it in the prepaid and addressed envelope enclosed with the proxy materials. If you vote by mail, we encourage you to sign and retuthe proxy card even if you plan to attend the Meeting so that your shares will be voted if you are unable to attend the Meeting.
Voting by Telephone. To vote by telephone, please follow the instructions included on your proxy card. If you vote by telephone, you do not need to complete and mail a proxy card. Telephone voting is available through
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Voting over the Internet. To vote over the Internet, please follow the instructions included on your proxy card. If you vote over the Internet, you do not need to complete and mail a proxy card. Internet voting is available through
Voting in Person at the Meeting. If you attend the Meeting and plan to vote in person, we will provide you with a ballot at the Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Meeting, you will need to bring to the Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares.
VOTING SECURITIES AND VOTE REQUIRED
As of
Subject to the provisions of the Articles, each ordinary share is entitled to one vote per share. However, under the Articles, the Board shall reduce the voting power of any holder that holds 9.9% or more of the total issued and outstanding ordinary shares (such person, a "9.9% Shareholder") to the extent necessary such that the holder ceases to be a 9.9% Shareholder. In connection with this reduction, the voting power of the other shareholders of the Company may be adjusted pursuant to the terms of the Articles. Accordingly, certain holders of ordinary shares may be entitled to more than one vote per share subject to the 9.9% restriction in the event that our Board is required to make an adjustment on the voting power of any 9.9% Shareholder.
Voting Reduction
The applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons. Accordingly, we request that any holder of ordinary shares with reason to believe that it is a 9.9% Shareholder contact us promptly so that we may determine whether the voting power of such holder's ordinary shares should be reduced. By submitting a proxy, a holder of ordinary shares will be deemed to have confirmed that, to its knowledge, it is not, and is not acting on behalf of, a 9.9% Shareholder.
The directors of the Company are empowered to require any shareholder to provide information as to that shareholder's beneficial ownership of ordinary shares, the names of persons having beneficial ownership of the shareholder's ordinary shares, relationships with other shareholders or any other facts the directors may consider relevant to the determination of the number of ordinary shares attributable to any person. The directors may disregard the votes attached to ordinary shares of any holder who fails to respond to such a request or who, in their judgment, submits incomplete or inaccurate information.
The directors retain certain discretion to make such final adjustments that they consider fair and reasonable in all the circumstances as to the aggregate number of votes attaching to the ordinary shares of any shareholder to ensure that no person shall be a 9.9% Shareholder at any time.
Quorum; Vote Required
The attendance of two or more persons representing, in person or by proxy, more than 50% in par value of the issued and outstanding ordinary shares as of the Record Date, is necessary to constitute a quorum at the Meeting.
Assuming that a quorum is present, the affirmative vote of the holders of a simple majority of the issued and outstanding ordinary shares voted at the Meeting is required for election of each of the director nominees in Proposal One and for the approval of Proposal Two and Proposal Three.
With regard to any proposal or director nominee, votes may be cast in favor of or against such proposal or director nominee or a shareholder may abstain from voting on such proposal or director nominee. Abstentions will be excluded entirely from the vote and will have no effect except that abstentions and "broker non-votes" will be counted toward determining the presence of a quorum for the transaction of business.
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Generally, broker non-votes occur when ordinary shares held by a broker for a beneficial owner are not voted on a particular proposal because the broker has not received voting instructions from the beneficial owner, and the broker does not have discretionary authority to vote on a particular proposal. Proposal One is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal Two is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.
Recommendation
Our Board recommends that the shareholders take the following actions at the Meeting:
| 1. | Proposal One: to vote FOR the election of each of the five director nominees to serve on the Board until the Annual General Meeting of Shareholders of the Company in 2026; | |
| 2. | Proposal Two: to vote FOR the ratification of the appointment of |
|
| 3. | Proposal Three: to vote FOR the approval of the issuance of more than 19.99% of our outstanding ordinary shares issuable upon the exercise of Series B warrants when combined with the other securities issued in the transaction. |
SOLICITATION AND REVOCATION
Proxies must be received by us by
To do this, you must:
| ● | enter a new vote by telephone, over the Internet or by signing and returning another proxy card at a later date; | |
| ● | file a written revocation with the Secretary of the Company at our address set forth above; | |
| ● | file a duly executed proxy bearing a later date; or | |
| ● | appear in person at the Meeting and vote in person. |
A shareholder of record may revoke a proxy by any of these methods, regardless of the method used to deliver the shareholder's previous proxy. If your ordinary shares are held in street name, you must contact your broker, dealer, commercial bank, trust company or other nominee to revoke your proxy.
The individuals designated as proxies in the proxy card are officers of the Company.
All ordinary shares represented by properly executed proxies that are returned, and not revoked, will be voted in accordance with the instructions, if any, given thereon. If no instructions are provided in an executed proxy, it will be voted FOR the election of each director nominee named in Proposal One and FOR Proposal Two and Proposal Three and in accordance with the proxy holder's best judgment as to any other business that may properly come before the Meeting. If a shareholder appoints a person other than the persons named in the enclosed form of proxy to represent him or her, such person should vote the shares in respect of which he or she is appointed proxy holder in accordance with the directions of the shareholder appointing him or her.
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PROPOSAL ONE
ELECTION OF DIRECTORS OF THE COMPANY
Our Articles currently provide that our Board shall consist of not less than four (4) directors (exclusive of alternate directors). We currently have five directors serving on our Board, and our Board has nominated those five directors -
Our Board has no reason to believe that any of these director nominees will not continue to be a candidate or will not be able to serve as a director of the Company if elected. In the event that any nominee is unable to serve as a director, the proxy holders named in the accompanying proxy have advised that they will vote for the election of such substitute or additional nominee(s) as our Board may propose. Our Board unanimously recommends that you vote FOR the election of each of the nominees.
Director Nominees
Each of the director nominees is currently serving as a director of the Company and is standing for re-election. There is no family relationship among any of the directors and/or executive officers of the company. Unless otherwise directed, the persons named in the proxy intend to vote all proxies FOR the election of each of the following director nominees:
| Age | Position | Director Since | ||||
| 58 | Chairman of the Board of Directors, Chief Executive Officer, and President | 2013 | ||||
| 59 | Director | 2022 | ||||
| 59 | Director | 2023 | ||||
| Wrendon Timothy(3)(5) | 44 | Director | 2021 | |||
| 53 | Director | 2021 |
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Underwriting Committee.
(4) Member of
(5) Member of Investment Committee.
The nominees have consented to serve as directors of the Company if elected.
Set forth below is biographical information concerning each nominee for election as a director of the Company, including a discussion of such nominee's particular experience, qualifications, attributes or skills that led our
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Wrendon Timothy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
ITEM 1 ON YOUR PROXY CARD.
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PROPOSAL TWO
RATIFICATION OF THE COMPANY'S AUDITORS
Upon recommendation of the
Although ratification is not required by law, our Board believes that shareholders should be given the opportunity to express their views on the subject. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its shareholders.
We do not expect that a representative of Hacker Johnson will attend the Meeting. If a representative does attend and desires to make a statement, the representative will have an opportunity to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF HACKER
JOHNSON AS THE COMPANY'S AUDITOR.
ITEM 2 ON YOUR PROXY CARD.
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PROPOSAL 3
APPROVAL, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(d),
OF THE ISSUANCE OF MORE THAN 19.99% OF OUR OUTSTANDING ORDINARY SHARES
ISSUABLE UPON THE EXERCISE OF SERIES B WARRANTS.
General
We are asking stockholders to approve the issuance of more than 19.99% of our outstanding ordinary shares issuable upon the exercise of certain warrants issued pursuant to a Securities Purchase Agreement, dated
Description of Transaction
On
We received aggregate gross proceeds from the Transaction of approximately
For further information regarding these agreements and the Transaction, please refer to our Current Report on Form 8-K filed with the
Description of Series B Warrants
The following is a brief summary of certain terms and provisions of the Series B Warrants and is subject in all respects to the provisions contained in the Series B Warrants.
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Exercisability. The Series B Warrants will be exercisable on the date that is the earlier of (i) (the "Stockholder Approval Date") on which the stockholders of the Company approve the issuance of all of the Series B Warrants and the shares of ordinary shares issuable upon the exercise of the Series B Warrants (the "Stockholder Approval") or (ii) six months from issuance. We agreed to hold an annual or special meeting of stockholders on or before
Exercise Limitation. A holder will not have the right to exercise any portion of the Series B Warrants if the holder would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the outstanding ordinary shares immediately after exercise, except that upon notice from the holder to us, the holder may increase or decrease the beneficial ownership limitation up to 9.99% of the number of shares of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series B Warrants, provided that any increase in such beneficial ownership limitation shall not be effective until 61 days following notice from the holder to us.
Exercise Price; Adjustments. The Series B Warrants have an exercise price of the lower of (i) the Nasdaq minimum price or (ii) from and after the Shareholder Approval Date,
Transferability. Subject to applicable laws, the Series B Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange Listing. There is no established trading market for the Series B Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Warrants will be limited.
Fundamental Transactions. If a fundamental transaction (as defined in the Series B Warrants) occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Series B Warrants with the same effect as if such successor entity had been named in the Warrant itself. Following such fundamental transaction, the holders of the Series B will be entitled to receive upon exercise of the Series B Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Series B Warrants immediately prior to such fundamental transaction without regard to any limits on exercise contained in the Series B Warrants.
Rights as a Stockholder. Except as otherwise provided in the Series B Warrants or by virtue of such holder's ownership of shares of our ordinary shares, the holder of a Series B Warrant does not have the rights or privileges of a holder of shares of our ordinary shares, including any voting rights, until the holder exercises the Series B Warrant.
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Reasons for the Warrant Approval Proposal
A vote in favor of this proposal is a vote "for" approval of the issuance of the shares of our ordinary shares that may be issuable upon the exercise of the Series B Warrants. The aggregate number of shares of our ordinary shares issuable upon the exercise of such Series B Warrants, when combined with the ordinary shares and ordinary shares issuable upon exercise of the Series A Warrants issued in the Transaction, may exceed 19.99% of the outstanding shares of our ordinary shares at a price lower than the Minimum Price (as defined below).
Nasdaq Listing Rule 5635(d) requires stockholder approval in connection with a transaction other than a public offering involving the sale, issuance, or potential issuance by the issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) equal to 20% or more of the ordinary shares or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of (i) the company's Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average of the company's Nasdaq Official Closing Price (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the "Minimum Price"). Pursuant to Nasdaq rules, the presence of any provision that could cause the conversion or exercise price of a convertible security to be reduced to below the Minimum Price immediately before the entering into of the binding agreement will cause the transaction to be viewed as a discounted issuance.
Because the total aggregate number of shares of ordinary shares issuable upon exercise of the Series B Warrants, when combined with the ordinary shares and ordinary shares issuable upon exercise of the Series A Warrants issued in the Transaction, may exceed 19.99% of the outstanding shares of our ordinary shares at a price lower than the Minimum Price, we are asking stockholders to approve of such issuance pursuant to Nasdaq Listing Rule 5635(d).
Effect of the Proposal
If the Company does not obtain Stockholder Approval at the first meeting, the Company will call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the Stockholder Approval Date. Failure to obtain such approval may discourage future investors from engaging in future financings with us. If these consequences occur, we may have difficulty finding alternative sources of capital to fund our operations in the future on terms favorable to us or at all. We can provide no assurance that we would be successful in raising funds pursuant to additional equity or debt financings or that such funds could be raised at prices that would not create substantial dilution for our existing stockholders.
Certain Risks Associated with the Proposal
The issuance of shares of ordinary shares upon exercise of the Warrants will have a dilutive effect on current stockholders. The percentage ownership of the company held by current stockholders will decline as a result of the issuance of the shares of ordinary shares underlying the Series B Warrants. This means also that our current stockholders will own a smaller percent interest in us as a result of the exercise of the ordinary shares and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Dilution of equity interests could also cause prevailing market prices for our ordinary shares to decline. If the Series B Warrants are exercised in full for cash, a total of 882,355 shares of ordinary shares will be issuable to the holders of the Series B Warrants and this dilutive effect may be material to current stockholders of the company.
There may be future sales of our ordinary shares, which could adversely affect the market price of our ordinary shares. The exercise of any warrants, and other issuances of our ordinary shares could have an adverse effect on the market price of the shares of our ordinary shares. Sales of a substantial number of shares of our ordinary shares or the perception that such sales might occur could materially adversely affect the market price of the shares of our ordinary shares.
Provisions of the Warrants could discourage an acquisition of us by a third party. Certain provisions of the Series B Warrants could make it more difficult or expensive for a third party to acquire us. The Series B Warrants provide that, in the event of certain transactions constituting fundamental transactions, holders of such warrants will have the right, at their option, to receive from us or a successor entity the kind and amount of securities, cash or other property that such holder would have received had they exercised the Series B Warrants immediately prior to the fundamental transaction. These and other provisions of the Series B Warrants could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to the holders of our ordinary shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE APPROVAL, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(d), OF THE ISSUANCE
OF MORE THAN 19.99% OF OUR OUTSTANDING ORDINARY SHARES ISSUABLE UPON THE EXERCISE OF SERIES B WARRANTS.
ITEM 3 ON YOUR PROXY CARD.
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
Board Leadership Structure and Risk Oversight
Our Company's Board does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated because the Board believes it is in the best interest of our Company to make this determination based upon the position and direction of the Company and the constitution of the Board. The Board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated.
We have three independent directors and two non-independent directors. We believe that the number of independent, experienced directors on our Board provides the necessary and appropriate oversight for our Company.
Management is primarily responsible for assessing and managing the Company's exposure to risk. While risk assessment is management's duty, the Audit Committee is responsible for discussing certain guidelines and policies with management that govethe process by which risk assessment and control is handled. The Audit Committee also reviews steps that management has taken to monitor the Company's risk exposure. In addition, the Underwriting Committee approves and reviews our underwriting policies and guidelines, oversees our underwriting process and procedures, monitors our underwriting performance and oversees our underwriting risk management exposure. Management focuses on the risks facing the Company, while the Audit Committee and the Underwriting Committee focus on the Company's general risk management strategies and oversee risks undertaken by the Company. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.
Board Committees and Meetings
Our Board has five committees: an Audit Committee, a Compensation Committee, a
| Nominating and | ||||||||||
| Audit | Compensation | Corporate Governance | Underwriting | Investment | ||||||
| Committee | Committee | Committee | Committee | Committee | ||||||
| X | X | |||||||||
| X | X | X | X* | |||||||
| Wrendon Timothy | X | X | ||||||||
| X | X | X* | X* | |||||||
| X | X* | X | X | |||||||
| # of meetings held in 2024 | 4 | 2 | 1 | 3 | 4 |
* Committee Chairperson
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Our Board held six (6) meetings in 2024. Each of our directors above attended at least 80% of the meetings of the Board in 2024.
It is our policy that directors are expected to attend the Annual General Meeting of Shareholders in the absence of a scheduling conflict or other valid reason. All of our directors serving at the time of our 2024 Annual General Meeting of Shareholders attended such meeting.
The Board has determined that (1)
The Board has also determined that all of the current members of the Audit Committee, the Compensation Committee, and the
Below is a description of each committee of our Board.
Audit Committee
Our Audit Committee consists of three members -
The Audit Committee has general responsibility for the oversight of our accounting, reporting and financial control practices. The Audit Committee is governed by a written charter approved by our Board, which outlines its primary duties and responsibilities, and which can be found on our website at www.oxbridgere.com.
Compensation Committee
Our Compensation Committee currently consists of three members -
The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our Chief Executive Officer and to make recommendations to our Board relating to the compensation of our other executive officers. Our Compensation Committee, among other things, assists our Board in ensuring that a proper system of compensation is in place to provide performance-oriented incentives to management. Our Compensation Committee has the authority to delegate its responsibilities to a subcommittee or to officers of the Company to the extent permitted by applicable law and the compensation plans of the Company if it determines that such delegation would be in the best interest of the Company. Our Compensation Committee from time to time may engage a compensation consultant and engaged
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The Compensation Committee is governed by a written charter approved by our Board, which outlines its primary duties and responsibilities, and which can be found on our website at www.oxbridgere.com.
Nominating and Corporate Governance Committee
Our
While we do not have an official policy, the
We do not have a policy regarding the consideration of any director candidates that may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies, as we have never received a recommendation from any shareholder for any candidate to serve on our Board. While there have been no nominations of additional directors proposed, in the event such a proposal is made, our current board will participate in the consideration of director nominees.
Underwriting Committee
The Underwriting Committee consists of three members -
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Investment Committee
The Investment Committee consists of three members -
Code of Ethics
Our Board has adopted a written Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We have posted a current copy of the code on our website, www.oxbridgere.com, in the "Corporate Information - Governance Documents" section of the website. We intend to disclose any change to or waiver from our Code of Business Conduct and Ethics by posting such change or waiver to our internet web site within the same section as described above.
Insider Trading &Anti-Hedging Policy
Our Board has adopted an Insider Trading Policy, which applies to all of our directors, officers and employees, as well as their family members and entities under their control. This policy is reasonably designed to promote compliance with insider trading laws, related
Clawback Policy
In accordance with
Board Diversity Matrix
Each of our directors possesses certain experience, qualifications, attributes and skills, as further described above, that led to our conclusion that he or she should serve as a member of the Board. In addition to the foregoing biographical information with respect to each of our directors, the following tables evidences additional diversity, experience and qualifications of our individual directors.
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| Board Diversity Matrix (as of |
||||||||||||||||
| Total Number of Directors | 5 | |||||||||||||||
| Female | Male | Non-Binary | Did Not Disclose Gender |
|||||||||||||
| Part I: Gender Identity | ||||||||||||||||
| Directors | 1 | 4 | - | - | ||||||||||||
| Part II: Demographic Background | ||||||||||||||||
| - | 1 | - | - | |||||||||||||
| - | - | - | ||||||||||||||
| Asian | - | 2 | - | - | ||||||||||||
| Hispanic or Latinx | - | - | - | |||||||||||||
| Native Hawaiian or Pacific Islander | - | - | - | - | ||||||||||||
| White | 1 | 1 | - | - | ||||||||||||
| Two or More Races or Ethnicities | - | - | - | - | ||||||||||||
| LGBTQ | - | |||||||||||||||
| Did Not Disclose Demographic Background | - | |||||||||||||||
DIRECTOR COMPENSATION
All directors, other than
The following table sets forth information with respect to compensation earned by each of our directors (other than employee directors) during the year ended
|
Fees Earned or Paid In Cash (1) |
Stock Awards (2) |
Option Awards |
Non-Equity Incentive Plan Compensation |
Change in Pension Value And Nonqualified Deferred Compensation Earnings |
All Other Compensation |
Total | ||||||||||||||||||||||
| $ | 15,000 | $ | 25,000 | $ | - | - | - | - | $ | 40,000 | ||||||||||||||||||
| $ | 15,000 | $ | 25,000 | $ | - | - | - | - | $ | 40,000 | ||||||||||||||||||
| $ | 15,000 | $ | 25,000 | $ | - | - | - | - | $ | 40,000 | ||||||||||||||||||
| (1) | During 2024, our three non-employee directors received director fees paid in cash pursuant to our Non-Employee Director Compensation Program. |
| (2) | All stock awards were granted under our Non-Employee Director Compensation Program adopted under our 2021 Omnibus Incentive Plan. The value reported above in the "Stock Awards" column is the aggregate grant date fair value for the NEO's option awards granted in 2024, determined in accordance with FASB ASC Topic 718, "Compensation-Stock Compensation". On |
| Additionally, on |
Excluding the above outstanding restricted stock in the Company's subsidiary
| Number of | ||||||||
| Number | Restricted | |||||||
| of Options | Shares | |||||||
| - | 34,358 | |||||||
| - | 50,358 | |||||||
| - | 34,358 | |||||||
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SHAREHOLDER COMMUNICATION
Our Board has adopted a policy for handling shareholder communications to directors. Shareholders may send written communications to our Board or any one or more of the individual directors by mail, c/o Secretary,
EXECUTIVE OFFICERS
The below table lists our executive officers. Additional information about each executive officer can be found under "Director Nominees" above. There is no family relationship among any of the directors and/or executive officers of the company.
| Age | Position | Position Since | ||||
| 58 | Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) | 2013 | ||||
| Wrendon Timothy* | 44 | Chief Financial Officer and Secretary ( |
2013 |
* See biography above under "Director Nominees"
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EXECUTIVE COMPENSATION
Executive Summary
This narrative discussion of our named executive compensation program is intended to assist your understanding of, and to be read in conjunction with, the Summary Compensation Table and related disclosures set forth below.
For the 2024 fiscal year, our named executive officers were as follows:
| ● | ||
| ● | Wrendon Timothy, our Chief Financial Officer, Director and Secretary |
Overview and Objectives of Our Executive Compensation Program
Through our executive compensation program, we seek to align our executive officers' interests and motivations with those of our stockholders by rewarding both short-term and long-term objectives. We believe that the overall compensation of our executive officers should provide a competitive level of total compensation that enables us to attract, retain and incentivize highly qualified executive officers with the background and experience necessary to lead the company and achieve its business goals.
The Compensation Committee continued to engage an outside, independent compensation consultant to assist in the development of the Company's compensation programs for both the executives and independent members of the Board of Directors. As the Company continues to grow and evolve the Compensation Committee and Board intends to continue to review and modify our compensation policies to ensure that we attract, motivate and retain highly skilled executives and employees to execute on our strategic objectives.
Benchmarking, Consultants and
As noted above, the Compensation Committee engaged an independent third-party compensation consultant,
The Committee engaged Zayla to provide benchmarking for the Company's NEOs for fiscal 2023 and prospectively, based on the use of data from the peer group of companies shown below. The overall compensation programs for the Company's NEOs are designed to reward achievement of performance and to attract, retain, and motivate them in an increasingly competitive talent market. The Compensation Committee examined compensation data for the peer group of companies shown below to stay current with market pay practices and trends and to understand the competitiveness of our overall executive compensation programs and their various elements. The Committee used this benchmarking data for informational purposes. It does not formulaically target a specific percentile or make significant compensation decisions based on market data or peer group benchmarking data alone, which avoids a "ratcheting up" impact. The Committee uses performance as a primary driver of compensation levels. The peer group companies consisted of:
| 17 |
From time to time, the Compensation Committee may supplement its business judgment pertaining to its consideration of the Company's compensation matters, including salary amounts, short-term and long-term incentive plan minimum and incremental payout thresholds and targets, with a variety of market information obtained from a number of different sources including, among other things, the Compensation Committee's general knowledge regarding compensation matters, information from one or more independent compensation consultants, peer company data, benchmarking related to that data, information obtained from independent search firms, historical and current Company compensation data, and historical, current and projected industry and Company financial operational performance data and trends.
Compensation Elements
We seek to align our executive officers' interests and motivations with those of our stockholders. Typically, this is done using the following key compensation elements: base salary, short-term incentives and long-term incentives, as more fully described below. Among those three elements, from year to year, when considering its goal of promoting the overall financial performance of the Company on an annual and long-term basis, the use by the Committee of any or the extent of use of the short-term and long-term incentives described below may vary, but when used in the compensation packages for NEOs retain the pay-for-performance characteristics described below.
Base Salary
The employment agreements with our named executive officers (as described below in "Employment Agreements") entitle our executive officers to receive a base salary, that may be increased from time to time. The base salaries of our named executive officers in fiscal year 2024 were:
| Position | Base Salary ($) | |||||
| Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) | $ | 312,500 | ||||
| Wrendon Timothy | Chief Financial Officer and Secretary ( |
$ | 212,500 | |||
Annual Incentive Compensation
Our named executive officers are eligible to receive annually a discretionary cash bonus based on the financial performance of the Company as well as individual performance of each executive officer. In determining whether our executives were eligible for a bonus in fiscal year 2024, our Compensation Committee considered each officer's performance in achieving the company's strategic objectives during 2024, the stock price performance of the Company and the total compensation of each executive officer. The Compensation Committee intends to consider awarding performance bonus awards to our named executive officers later in fiscal 2025.
Equity Compensation
To align compensation with long-term performance, our equity compensation plan allows for the grant of share options, restricted share units and restricted share awards to our named executive officers and other employees. Each named executive officer is eligible to be considered for an annual equity award.
In
Employment Agreements
Each of our named executive officers is party to employment agreements that entitle them to certain elements of compensation and govethe terms of their employment with the Company, as described in more detail below. Pursuant to their employment agreements, the named executive officers are eligible to participate in the employee benefits programs we provide to all of our employees, including medical, dental, vision, life, and disability insurance, to the same extent made available to other employees, subject to applicable law. There are no additional benefits or perquisites applicable exclusively to any of the named executive officers.
| 18 |
Pursuant to the employment agreements, the named executive officers are subject to perpetual confidentiality restrictions and non-disparagement provisions, and non-solicitation restrictions with respect to the Company's employees and customers and non-competition restrictions, in each case, for the duration of their employment and specified time thereafter.
The Company entered into amended and restated employment agreements with both Messrs. Madhu and Timothy on
On
Wrendon Timothy
On
| 19 |
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation of our Named Executive Officers, or "NEOs", in 2024 and 2023.
| Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation(2) | Total | ||||||||||||||||||||||||||||
| 2024 | $ | 312,500 | - | 42,000 | - | - | - | $ | 5,305 | $ | 359,805 | |||||||||||||||||||||||||
| President and Chief Executive Officer | 2023 | $ | 300,000 | - | 94,800 | - | - | - | $ | 5,305 | $ | 400,105 | ||||||||||||||||||||||||
| Wrendon Timothy | 2024 | $ | 212,500 | - | 26,250 | - | - | - | $ | 5,305 | $ | 244,055 | ||||||||||||||||||||||||
| Chief Financial Officer and Corporate Secretary | 2023 | $ | 195,000 | - | 59,250 | - | - | - | $ | 5,305 | $ | 259,555 | ||||||||||||||||||||||||
| (1) | All stocks awards were granted under our 2021 Omnibus Incentive Plan. The value reported above in the "Stock Awards" column is the aggregate grant date fair value for the NEO's restricted share awards granted in 2024, determined in accordance with FASB ASC Topic 718, "Compensation-Stock Compensation". |
| (2) | In both 2024 and 2023, |
GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2024
Our Compensation Committee, or our Board of Directors acting as our Compensation Committee may grant share options or restricted share awards under our 2021 Omnibus Incentive Plan.
| Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All other Stock Awards: Number of Shares of Stock or Units (#) |
All other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) |
|||||||||||||||||||||
| - | - | 40,000 | (1) | - | $ | - | 42,000 | (2) | ||||||||||||||||||||
| - | - | 125,300 | (3) | - | $ | - | - | (5) | ||||||||||||||||||||
| - | 363,700 | (4) | $ | 15 | - | (5) | ||||||||||||||||||||||
| Wrendon Timothy | - | - | 25,000 | (1) | - | $ | - | 26,250 | (2) | |||||||||||||||||||
| Wrendon Timothy | - | - | 53,700 | (3) | - | $ | - | - | (5) | |||||||||||||||||||
| Wrendon Timothy | - | - | - | 155,730 | (4) | $ | 15 | - | (5) | |||||||||||||||||||
| (1) | The amount represents a grant of restricted shares made pursuant to our 2021 Omnibus Incentive Plan. The shares are subject to forfeiture upon termination of employment and restriction of transfer, and will vest ratably on the grant date and first day of each calendar quarter over the 3 calendar quarters immediately following the grant date, contingent on |
| (2) | The amounts reflect the aggregate grant date fair value for each NEO's restricted share awards granted in 2024, determined in accordance with FASB ASC Topic 718, "Compensation-Stock Compensation". | |
| (3) |
The amount represents a grant of restricted shares made pursuant to the 2024 Omnibus Incentive Plan of the Company's subsidiary, |
|
| (4) |
The amount represents a grant of stock made pursuant to the 2024 Omnibus Incentive Plan of the Company's subsidiary, |
|
| (5) |
The amounts reflect the aggregate grant date fair value for each NEO's restricted share and stock option awards granted in 2024 under the |
| 20 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024
The following table sets forth information regarding outstanding stock option and restricted stock awards held by our NEOs at
|
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||||||||||||||||||||||||
| 120,000 | (1) | - | - | $ | 6.00 | - | - | - | - | |||||||||||||||||||||||||
| 25,000 | - | - | $ | 6.00 | - | - | - | - | ||||||||||||||||||||||||||
| 25,000 | - | - | $ | 6.06 | - | - | - | - | ||||||||||||||||||||||||||
| 200,000 | - | - | $ | 2.00 | - | - | - | - | ||||||||||||||||||||||||||
| 175,000 | - | - | $ | 6.00 | - | - | - | - | ||||||||||||||||||||||||||
| 91,350 | 274,050 | - | $ | 15.00 | 125,300 | 71,045 | - | - | ||||||||||||||||||||||||||
| Wrendon Timothy | 60,000 | (2) | - | - | $ | 6.00 | - | - | - | - | ||||||||||||||||||||||||
| 10,000 | - | - | $ | 6.00 | - | - | - | - | ||||||||||||||||||||||||||
| 10,000 | - | - | $ | 6.06 | - | - | - | - | ||||||||||||||||||||||||||
| 90,000 | - | - | $ | 2.00 | - | - | - | - | ||||||||||||||||||||||||||
| 75,000 | - | - | $ | 6.00 | - | - | - | - | ||||||||||||||||||||||||||
| 39,150 | 117,450 | - | $ | 15.00 | 53,700 | 30,448 | - | - | ||||||||||||||||||||||||||
| (1) | |
| (2) |
| 21 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
The following table sets forth information regarding stock vested by our NEOs during the year ended
| Option Awards | Stock Awards | |||||||||||||||
| Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized on Vesting ($) (1) | |||||||||||||
| - | - | 40,000 | $ | 74,100 | ||||||||||||
| Wrendon Timothy | - | - | 25,000 | $ | 46,313 | |||||||||||
(1) Based upon the Company's closing share price on the dates upon which the shares vested.
POLICIES AND PRACTICES FOR GRANTING CERTAIN EQUITY AWARDS - 2024 Awards
The Company does not have a formal written policy in place with regard to the timing of awards of options or other similar awards in relation to material nonpublic information.
The compensation committee's general practice is to complete its annual executive compensation review and to determine compensation for our executive officers in connection with the Company's completion of its audited year-end financial statements. Accordingly, annual equity awards are typically determined at the first compensation committee meeting of the fiscal year. On limited occasions, the Company may grant equity awards outside of its annual grant period for new hires, promotions, recognition, retention or other purposes.
For fiscal year 2024, the compensation committee awarded options to purchase ordinary shares of the Company's 80% owned subsidiary,
The Company did not make any grants of the Company's equity during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q, 10-K or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information to named executive officers during fiscal year 2024. As required by Item 402(x)(2) of Regulation S-K , the following table contains information required regarding options to purchase ordinary shares of
| Grant date | Number of securities underlying the award |
Exercise price of the award ($/Sh) |
Grant date fair value of the award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information |
||||||||||||||
| 365,000 | (1) | $ | 15.00 | (2) | $ | 0 | (2) | |||||||||||
| Wrendon Timothy | 156,600 | (1) | $ | 15.00 | (2) | $ | 0 | (2) | ||||||||||
| (1) | Represents options to purchase ordinary shares of |
|
| (2) | There was no closing market price of the securities underlying the award, as the award consists of options to purchase ordinary shares of the Company's 80% owned subsidiary, which are not publicly traded. |
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
|
Year (a) |
Summary Compensation Table Total for Principal Executive Officer ("PEO") (1) (b) |
Compensation Actually Paid to PEO (2) (c) |
Average Summary Compensation Table Total for Non-PEO Named Executive Officers ("NEOs") (3) (d) |
Average Compensation Actually Paid to Non-PEO NEOs (4) (e) |
Value of Initial Fixed (f) |
Net Income (Loss) (millions) (6) (h) |
||||||||||||||||||
| 2024 | $ | 359,805 | $ | 469,786 | $ | 244,055 | $ | 297,495 | $ | 220.86 | $ | (2.75 | ) | |||||||||||
| 2023 | $ | 400,105 | $ | 346,193 | $ | 259,555 | $ | 191,429 | $ | 58.82 | $ | (9.91 | ) | |||||||||||
| 2022 | $ | 290,305 | $ | (213,164 | ) | $ | 167,305 | $ | (50,075 | ) | $ | 64.17 | $ | (1.79 | ) | |||||||||
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for |
|
| (2) | The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to |
| 22 |
| Year |
Reported Summary Compensation Table Total for PEO ($) |
Reported Value of Equity Awards (a) ($) |
Equity Award Adjustments (b) ($) |
Compensation Actually Paid to PEO ($) |
||||||||||||
| 2024 | $ | 359,805 | $ | (42,000 | ) | $ | 151,981 | $ | 469,786 | |||||||
| 2023 | $ | 400,105 | $ | (94,800 | ) | $ | 40,888 | $ | 346,193 | |||||||
| 2022 | $ | 290,305 | $ | - | $ | (503,469 | ) | $ | (213,164 | ) | ||||||
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the "Option Awards" columns in the Summary Compensation Table for the applicable year. | |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year |
Year End ($) |
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in ($) |
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Change in Fair Value of Equity Awards Granted in ($) |
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
Total Equity Award Adjustments ($) |
|||||||||||||||||||||
| 2024 | $ | 71,045 | $ | - | $ | 74,100 | $ | 6,836 | $ | - | $ | - | $ | 151,981 | ||||||||||||||
| 2023 | $ | - | $ | (21,430 | ) | $ | 61,600 | $ | 718 | $ | - | $ | - | $ | 40,888 | |||||||||||||
| 2022 | $ | - | $ | (363,860 | ) | $ | - | $ | (139,609 | ) | $ | - | $ | - | $ | (503,468 | ) | |||||||||||
| (3) | The Company has one other named executive officer, |
|
| (4) | The Company has one other named executive officer, |
|
| (5) | The cumulative Total Shareholder Retuis 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 2024 or 2023. | |
| (6) | The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
| 23 |
Description of Pay Versus Performance Relationships
The following graphs show the relationship between the compensation actually paid ("CAP") for our PEO and our total shareholder retuand net income (loss) over the prior three fiscal years ending
| 24 |
AUDIT COMMITTEE REPORT
The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities relating to the general oversight of the Company's financial reporting process. The Audit Committee conducts its oversight activities for the Company in accordance with the duties and responsibilities outlined in the Audit Committee charter.
The Company's management is responsible for the preparation, consistency, integrity and fair presentation of the financial statements, accounting and financial reporting principles, systems of internal control and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company's independent registered public accounting firm, Hacker Johnson, is responsible for performing an independent audit of the Company's financial statements.
The Audit Committee hereby reports as follows:
| 1. | The Audit Committee has reviewed and discussed the audited financial statements of the Company as of and for the year ended |
| 2. | The Audit Committee has discussed with Hacker Johnson, the Company's independent auditors for the year ended |
| 3. | The Audit Committee has received the written disclosures and the letter from Hacker Johnson required by applicable requirements of the PCAOB regarding Hacker Johnson's communications with the Audit Committee concerning independence, and has discussed with Hacker Johnson its independence. |
| 4. | Based upon the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended |
THE AUDIT COMMITTEE
| 25 |
INDEPENDENT PUBLIC ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees for services related to the years ended
| 2024 | 2023 | |||||||
| Audit Fees (a) | $ | 73,000 | $ | 70,500 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | 28,000 | - | ||||||
| Total | $ | 70,500 | $ | 70,500 | ||||
| (a) | Audit Fees represent fees billed for professional services rendered for the audit of our annual financial statements and review of our quarterly financial statements included in our quarterly reports on Form 10- |
Audit Committee's Pre-Approval Policies and Procedures
Our Audit Committee charter includes our policy regarding the approval of audit and non-audit services performed by our independent auditors. The Audit Committee is responsible for retaining and evaluating the independent auditors' qualifications, performance and independence. The Audit Committee pre-approves all auditing services, internal control-related services and permitted non-audit services (including the fees and terms thereof) to be perform6ed for us by our independent auditors, subject to such exceptions for non-audit services as permitted by applicable laws and regulations. The Audit Committee may delegate this authority to a subcommittee consisting of one or more Audit Committee members, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next meeting. Our Board pre-approved all professional services provided to us by Hacker, Johnson &
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of
| ● | each person who is known by us to beneficially own more than 5% of our outstanding ordinary shares, | |
| ● | each of our directors and NEOs, and | |
| ● | all directors and executive officers as a group. |
| 26 |
The percentages of ordinary shares beneficially owned are based on the 7,442,922 ordinary shares outstanding as of
| Beneficially Owned at | ||||||||
|
Number of Ordinary Shares |
Percent | |||||||
| 5% Shareholders: | ||||||||
| 968,422 | (1) | 12.12 | % | |||||
| Named Executive Officers and Directors: | ||||||||
| 831,178 | (2) | 10.63 | % | |||||
| Wrendon Timothy | 224,530 | (3) | 3.22 | % | ||||
| 40,412 | *** | |||||||
| 56,412 | *** | |||||||
| 40,412 | *** | |||||||
| All Executive Officers and Directors as a Group (5 persons) | 1,210,944 | 15.32 | % | |||||
*** Indicates less than 1%
| (1) | Consists of 269,631 ordinary shares held by |
| 27 |
| (2) | Includes 125,231 ordinary shares held by Universal Finance & Investments, L.C. and 203,768 ordinary shares issuable upon the exercise of warrants held by Universal Finance & Investments, L.C. that are currently exercisable. As the sole owner and manager of Universal Finance & Investments, L.C., |
| (4) | Consists of 7,500 ordinary shares issuable upon the exercise of warrants held by |
DELINQUENT SECTION 16(A) REPORTS
Based solely upon a review of Forms 3, 4 and 5 filed for the year ended
| ● | ||
| ● | Wrendon Timothy filed a Form 4 reporting his changes in beneficial ownership late for a transaction that occurred on |
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
Reinsurance Contracts with Related Parties
EpsilonCat Re Tokens
During the year ended
| 28 |
During the year ended
On
The Bridge Agreement provides for the issuance of Notes in an aggregate principal amount of
An event of default under the Notes includes failing to redeem the Notes as provided above and other typical bankruptcy events of Jet.AI. In an event of default, the outstanding principal amount of the Notes will increase by 120%, and the company may convert its Note into shares of common stock of Jet.AI at the conversion price set forth in the Bridge Agreement with registration rights associated with those shares.
The Company invested the sum of
Wrendon Timothy, our Chief Financial Officer, Corporate Secretary, and director serves on the board of directors of Jet.AI.
Policies for Approval or Ratification of Transactions with Related Persons
Our policy for approval or ratification of transactions with related persons is for those transactions to be reviewed and approved by the Audit Committee. That policy is set forth in the Audit Committee Charter. Our practice is that such transactions are approved by a majority of disinterested directors. The policy sets forth no standards for approval. Directors apply their own individual judgment and discretion in deciding such matters.
OTHER MATTERS
Neither the Board nor management intends to bring before the Meeting any business other than the matters referred to in the Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any other business should come properly before the Meeting, or any adjournment or postponement thereof, the proxy holders will vote on such matters at their discretion.
| 29 |
ADDITIONAL INFORMATION
Other Action at the Meeting
As of the date of this Proxy Statement, the Company has no knowledge of any business, other than as described herein and customary procedural matters, which will be presented for consideration at the Meeting. In the event any other business is properly presented at the Meeting, the persons named in the accompanying proxy may, but will not be obligated to, vote such proxy in accordance with their judgment on such business.
Shareholder Proposals for the Annual General Meeting of Shareholders in 2026
Pursuant to Rule 14a-8 of the Exchange Act, shareholder proposals must be received in writing by the Secretary of the Company no later than 120 days prior to the date of the Company's proxy statement released to shareholders in connection with the Company's previous year's annual general meeting of shareholders and must comply with the requirements of
Under our Articles, the Board shall call an extraordinary general meeting upon receipt of signed "Members' requisition" by shareholders holding more than 66.66% in par value of the issued shares which as of that date carry the right to vote at an extraordinary general meeting of the Company. Such Members' requisition must also contain the proposal to be considered at (i.e. objects of) the meeting and must be signed by the requisitionists and deposited at the registered office of the Company. If the Board does not, within twenty-one days from the date of the deposit of the Members' requisition, duly proceed to convene an extraordinary general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all the requisitionists, may themselves convene an extraordinary general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. Any extraordinary general meeting convened by the requisitionists shall be convened in the same manner as nearly possible as that in which extraordinary general meetings are convened by the Board.
Delivery of Documents to Shareholders Sharing an Address
Some companies, brokers, banks, and other holders of record may employ procedures, approved by the
If you own ordinary shares and would like to receive additional copies of our proxy materials, you may submit a request to us by: (i) mailing a request in writing to our Secretary at Suite 201,
Costs of Solicitation
The entire cost of this proxy solicitation will be borne by the Company, including expenses in connection with preparing, assembling, printing and mailing proxy solicitation materials. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies by telephone, facsimile, electronic communication, in person or via the Internet, although no compensation will be paid for such solicitation.
| By Order of the Board of Directors, | |
| /s/ |
|
| Chief Executive Officer | |
| 30 |
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