01/27/2022 | Press release | Distributed by Public on 01/27/2022 16:01
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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CLEANSPARK, INC.
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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(1)
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To elect five directors to hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, subject to prior death, resignation, or removal; and
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(2)
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To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022.
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By Order of the Board of Directors
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/s/ Zachary Bradford
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Zachary Bradford
Chief Executive Officer, President and Director
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Q.
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When is the Meeting?
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A.
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March 15, 2022, at 11:00 a.m. Pacific Daylight Time.
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Q.
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Where will the Meeting be held?
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A.
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Given the circumstances arising from the ongoing COVID-19 pandemic, we have adopted a completely virtual format for our Meeting to provide a healthy, consistent, and convenient experience to all stockholders regardless of location. You may attend, vote, and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/CLSK2022. We are holding a virtual only meeting this year for a few reasons. First, safety is an important value for our Company. Accordingly, we are choosing the virtual route to keep our stockholders attending the Meeting safe from COVID-19. We also value innovation and we welcome expanded access, improved communication and cost savings for our stockholders and the Company afforded by the virtual format. As we have learned in the past, hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world, which provides for a more meaningful forum. In addition, the virtual format allows us to communicate more effectively via a pre-meeting portal that stockholders can enter by visiting www.proxyvote.com and logging in with their control number. We encourage you to log on in advance and ask any questions you may have, which we will try to answer during the Meeting. We recommend that you log in to the Meeting at www.virtualshareholdermeeting.com/CLSK2022 a few minutes before the scheduled meeting time on March 15, 2022 to ensure you are logged in when the Meeting starts.
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Q.
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Will there be a Q&A session during the Meeting?
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irrelevant to the business of the Company or to the business of the Meeting;
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related to material non-public information of the Company, including the status or results of our business since our last earnings release;
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related to any pending, threatened or ongoing litigation;
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related to personal grievances;
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derogatory references to individuals or that are otherwise in bad taste;
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substantially repetitious of questions already made by another stockholder;
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in excess of the two question limit;
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in furtherance of the stockholder's personal or business interests; or
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out of order or not otherwise suitable for the conduct of the annual meeting as determined by the Chair or Secretary in their reasonable judgment.
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Q.
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Why am I receiving these Proxy Materials?
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A.
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As permitted by rules adopted by the Securities and Exchange Commission (the "SEC"), we are making this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (the "Annual Report") available to our stockholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials
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Q.
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Who is entitled to vote at the Meeting?
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A.
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Only stockholders who owned shares of our capital stock (Common Stock and/or Preferred Stock) at the close of business on the Record Date are entitled to notice of the Meeting and to vote at the Meeting, and at any postponements or adjournments thereof. At the close of business on the Record Date, 41,453,840 shares of the Company's Common Stock were issued and outstanding, and 1,750,000 shares of the Company's Preferred Stock were issued and outstanding. At the close of business on the Record Date, the Common Stock and Preferred Stock were held by more than 180 and four individual participants in securities positions listings of our capital stock, respectively.
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Q.
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How many shares must be present to conduct business?
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A.
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The presence at the Meeting, virtually or by proxy, of the holders of a majority of the voting power of the Company's outstanding shares of capital stock as of the close of business on the Record Date will constitute a quorum. A quorum is required to conduct business at the Meeting and any adjournment or postponement thereof.
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Q.
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What will be voted on at the Meeting?
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A.
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The following chart sets forth the proposals scheduled for a vote at the 2022 Annual Meeting and the vote required for such proposals to be approved
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Proposal
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Votes Required
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Voting Options
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Board
Recommendation
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Proposal 1: To elect five directors to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.
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The plurality of the votes cast. This means that the nominees receiving the highest number of affirmative ("FOR") votes (among votes properly cast virtually or by proxy) will be elected as directors.
Only votes "FOR" will affect the outcome. Withheld votes or broker non-votes will not affect the outcome of the vote on this proposal.
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"FOR ALL"; or "WITHHOLD ALL"; or
"FOR ALL EXCEPT"
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"FOR" the nominated slate of directors
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Proposal 2: To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022.
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The affirmative ("FOR") vote of a majority of the votes cast by the stockholders entitled to vote at the 2022 Annual Meeting.
Abstentions will not be counted for voting purposes, and thus, will not affect the outcome of the vote on this proposal. If you sign your proxy card with no further instructions and you are a shareholder of record, then your shares will be voted in accordance with the recommendations of our Board. Broker discretionary voting is allowed for Proposal 2.
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"FOR"; or
"AGAINST"; or
"ABSTAIN"
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"FOR"
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Q.
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What shares can I vote at the Meeting?
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A.
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You may vote all of your shares of capital stock (Common Stock and/or Preferred Stock) owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner through a broker, trustee, or other nominee such as a bank.
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Q.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
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A.
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Some of our stockholders may hold shares of our capital stock in their own name rather than through a broker or other nominee. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
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Q.
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How can I vote my shares without attending the Meeting?
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A.
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Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Meeting. If you are a stockholder of record, you may vote by proxy by Internet, by phone or by mail by following the instructions provided on the Notice of Internet Availability of Proxy Materials. To vote using the proxy card, you must request a paper copy of the Proxy Materials by following the instructions available on the Notice of Internet Availability of Proxy Materials and then simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the 2022 Annual Meeting, we will vote your shares as you direct. Stockholders who hold shares beneficially in street name may cause their shares to be voted by proxy in accordance with the instructions provided by their broker, trustee, or nominee, by using the proxy card provided by the broker, trustee, or nominee and mailing them in the envelope provided by such person.
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Q.
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How can I vote my shares?
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A.
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Stockholders who attend the virtual 2022 Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/CLSK2022 to vote or submit questions during the Meeting. Voting online during the Meeting will replace any previous votes. Record holders who received a copy of this Proxy Statement and accompanying proxy card in the mail can vote by filling out the proxy card, signing it, and returning it in the postage paid return envelope. Record holders can also vote by telephone at 1-800-690-6903 or by Internet at www.proxyvote.com. Voting instructions are provided on the proxy card. If you hold shares in street name, you must vote by giving instructions to your bank, broker, or other nominee. You should follow the voting instructions on the form that you receive from your bank, broker, or other nominee.
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Q.
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How do I attend the virtual 2022 Annual Meeting?
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A.
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You may attend the 2022 Annual Meeting online, including to vote and/or submit questions during the Meeting, by logging in at www.virtualshareholdermeeting.com/CLSK2022. The 2022 Annual Meeting will begin at approximately 11:00 a.m. Pacific Daylight Time, with log-in beginning at 10:45 a.m. Pacific Daylight Time on March 15, 2022.
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Q.
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How do I gain admission to the virtual 2022 Annual Meeting?
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A.
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You are entitled to participate in the virtual 2022 Annual Meeting only if you were a stockholder of record who owned shares of the Company's capital stock (Common Stock and/or Preferred Stock) at the close of business on January 20, 2022, the Record Date. To attend online and participate in the 2022 Annual Meeting, stockholders of record will need to use the control number included on their Notice of Internet Availability of Proxy Materials or proxy card to log into www.virtualshareholdermeeting.com/CLSK2022. Beneficial owners who do not have a control number may gain access to the Meeting by logging into their brokerage firm's website and selecting the stockholder communication mailbox to link through to the virtual 2022 Annual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.
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Q.
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How are my shares voted?
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A.
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If you provide specific instructions with regard to an item, your shares will be voted as you instruct on such item. If you sign your proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board ("FOR" all nominees identified in Proposal 1 and "FOR" Proposal 2, and in the discretion of the proxy holder on any other matters that properly come before the Meeting).
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Q.
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What is a "broker non-vote"?
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A.
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A broker non-vote occurs when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. The shares that cannot be voted by brokers and other nominees on non-routine matters but are represented at the Meeting will be deemed present at our Meeting for purposes of determining whether the necessary quorum exists to proceed with the Meeting, but will not be considered entitled to vote on the non-routine proposals.
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Q.
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How are abstentions counted?
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A.
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If you return a proxy card that indicates an abstention from voting on all matters, the shares represented will be counted for the purpose of determining both the presence of a quorum and the total number of votes with respect to a proposal, but they will not be voted on any matter at the Meeting.
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Q.
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Are dissenters' rights available with respect to any of the proposals?
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A.
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Dissenters' rights are not available with respect to any of the proposals to be voted on at the Meeting.
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Q.
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What should I do if I receive more than one Notice of Internet Availability of Proxy Materials?
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A.
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If you receive more than one Notice of Internet Availability of Proxy Materials, your shares are registered in more than one name or are registered in different accounts. Please follow the instructions on each Notice of Internet Availability of Proxy Materials to ensure that all of your shares are voted.
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Q.
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Can I change my mind after I return my proxy?
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A.
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Yes. You may change your vote at any time before your proxy is voted at the Meeting. If you are a stockholder of record, you can do this by giving written notice to the Company's Secretary, by submitting another proxy with a later date, or by attending the Meeting and voting virtually. If you are a stockholder in "street" or "nominee" name, you should consult with the bank, broker, or other nominee regarding that entity's procedures for revoking your voting instructions.
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Q.
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Who is soliciting my vote and who is paying the costs?
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A.
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Your vote is being solicited on behalf of the Board, and the Company will pay the costs associated with the solicitation of proxies, including preparation, assembly, printing, and mailing of the Notice of Internet Availability of Proxy Materials and this Proxy Statement, as applicable.
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Q.
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Is there a list of stockholders entitled to vote at the Meeting?
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Q.
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How can I find out the results of the voting?
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A.
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We intend to announce preliminary voting results at the Meeting and publish final results in a Current Report on Form 8-K within four business days following the Meeting.
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Q.
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Whom should I contact if I have questions?
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A.
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If you have any additional questions about the Meeting or the proposals presented in this Proxy Statement, you should contact our Investor Relations department at our principal executive office as follows:
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(1)
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The appropriate size of the Board;
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(2)
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The Company's needs with respect to the particular talents and experience of its directors; and
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(3)
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The knowledge, skills, and experience of nominees, including experience in technology, business, finance, administration, and/or public service.
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Information Regarding Directors
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Name
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Age
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Position
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Zachary Bradford
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35
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Chief Executive Officer, President, and Director
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S. Matthew Schultz
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53
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Executive Chairman and Chairman of the Board
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Larry McNeill
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80
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Director
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Dr. Thomas Wood
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56
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Director
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Roger Beynon
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75
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Director
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Fee Category
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2021
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2020
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Audit Fees(1)
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$924,871
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$124,600
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Audit Related Fees
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-
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-
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Tax Fees
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-
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-
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All Other Fees
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-
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-
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$924,871
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$124,600
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(1)
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Audit fees consist of amounts billed for professional services for audit and quarterly reviews of our financial statements, registration statements filed with the SEC, and other statutory and regulatory filings.
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Name
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Age
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Position
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Audit
Committee
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Compensation
Committee
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Nominations
and
Corporate
Governance
Committee
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Director
Since
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Zachary Bradford
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35
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Chief Executive Officer, President, and Director
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2014
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S. Matthew Schultz
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53
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Executive Chairman and Chairman of the Board
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2014
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Larry McNeill
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80
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Director
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*
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C
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C
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2015
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Dr. Thomas Wood
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56
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Director
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*
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*
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*
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2019
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Roger Beynon
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75
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Director
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C
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2019
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C
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Chair
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*
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Member
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the selection, compensation, retention, and oversight of the Company's independent registered public accounting firm;
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reviewing the Company's independent registered public accounting firm's continuing independence;
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approving the fees and other compensation to be paid to the Company's independent registered public accounting firm;
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pre-approving all audit and non-audit related services provided by the Company's independent registered public accounting firm;
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reviewing and discussing with management and the Company's independent registered public accounting firm the results of the quarterly and annual financial statements;
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reviewing and discussing with management and the Company's independent registered public accounting firm the Company's selection, application, and disclosure of its critical accounting policies;
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discussing with the Company's independent registered public accounting firm, both privately and with management, the adequacy of the Company's accounting and financial reporting processes and systems of internal control; and
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annually reviewing and evaluating the composition and performance of the Audit Committee, including the adequacy of the Audit Committee's charter.
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Respectfully submitted,
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The Audit Committee of the Board of Directors
Roger P. Beynon (Chairman)
Dr. Thomas L. Wood
Larry McNeill
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annually reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer and other executive officers;
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evaluating the performance of these officers in light of those goals and objectives, and setting the compensation of these officers based on such evaluations;
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administering and interpreting the Company's cash and equity-based compensation plans;
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annually reviewing and making recommendations to the Board with respect to all cash and equity-based incentive compensation plans and arrangements; and
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annually reviewing and evaluating the composition and performance of the Compensation Committee, including the adequacy of the Compensation Committee's charter.
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identifying, evaluating, and nominating candidates for appointment or election as members of the Board;
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developing, recommending, and evaluating a set of corporate governance guidelines applicable to all of the Company's employees, officers, and directors; and
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annually reviewing and evaluating the composition and performance of the Nominating Committee, including the adequacy of the Nominating Committee's charter.
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Personal and professional integrity, ethics and values;
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Experience in corporate management, such as serving as an officer or former officer of a publicly-held company;
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Experience as a board member or executive officer of another publicly-held company;
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Strong finance experience;
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Diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;
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Diversity of background and perspective, including, but not limited to, with respect to age, gender, race, sexual orientation, place of residence and specialized experience;
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Experience relevant to our business industry and with relevant social policy concerns; and
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Relevant academic expertise or other proficiency in an area of our business operations.
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Name
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Fees Earned or
Paid in Cash
($)(1)
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Stock Awards
($)(2)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Non-
Qualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)
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Total
($)
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Larry McNeill
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$62,083
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-
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-
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-
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-
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-
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$62,083
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Roger Beynon
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$37,917
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$15,000
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-
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-
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-
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-
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$52,917
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Dr. Thomas Wood
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-
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$62,083
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-
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-
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-
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-
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$62,083
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(1)
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Includes $45,000 and 30,000 annual cash retainers (which was increased from $30,000 to $60,000 per year for each board member on April 16, 2021 by the Board), for each of Mr. McNeill, and Mr. Beynon, respectively. In addition, includes $17,083 paid to Mr. McNeill and $7,917 paid to Mr. Beynon, for their respective services on the Audit and Compensation Committees, as applicable. Effective April 16, 2021, an additional cash retainer of $20,000 per year was approved by the Board for service on Audit and Compensation Committees. Dr. Wood elected to receive the equivalent of all of his annual cash retainer ($45,000) and fees for his service as a member of the Audit and Compensation Committees ($17,083) in restricted common stock; Mr. Beynon elected to receive the equivalent of $15,000 of his annual cash retainer in restricted common stock.
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(2)
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Represents the grant date fair value of restricted common stock computed in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, or ASC 718.
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(3)
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At September 30, 2021, 25,000 options remained outstanding for Mr. McNeill.
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Name
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Age
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Position(s)
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Zachary K. Bradford
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35
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Chief Executive Officer, President, and Director
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Gary Vecchiarelli
|
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44
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Chief Financial Officer
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Amer Tadayon
|
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51
|
| |
Chief Revenue Officer
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S. Matthew Schultz
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53
|
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Executive Chairman, Chairman of the Board
|
•
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Zachary Bradford, Chief Executive Officer, President, and Director
|
•
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Lori Love, former Chief Financial Officer*
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•
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S. Matthew Schultz, Executive Chairman and Chairman of the Board
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Name and
principal position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus(1)
($)
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| |
Stock
Awards(2)
($)
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Option
Awards(2)
($)
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Non-Equity
Incentive
Plan
Compensation
($)
|
| |
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
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All Other
Compensation(3)
($)
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| |
Total
($)
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Zachary Bradford
CEO, President, and Director
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| |
2021
|
| |
500,000
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| |
2,700,000
|
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2,333,165
|
| |
9,257,326
|
| |
-
|
| |
-
|
| |
309,086
|
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15,099,577
|
|
2020
|
| |
335,000
|
| |
360,000
|
| |
615,250
|
| |
274,000
|
| |
-
|
| |
-
|
| |
-
|
| |
1,584,250
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Lori Love
Former CFO
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| |
2021
|
| |
350,000
|
| |
546,668
|
| |
761,191
|
| |
1,116,871
|
| |
-
|
| |
-
|
| |
74,672
|
| |
2,849,402
|
|
2020
|
| |
200,000
|
| |
190,000
|
| |
316,660
|
| |
250,958
|
| |
-
|
| |
-
|
| |
-
|
| |
957,618
|
||
S. Matthew Schultz
Executive Chairman
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| |
2021
|
| |
350,000
|
| |
2,210,000
|
| |
1,864,926
|
| |
7,429,135
|
| |
-
|
| |
-
|
| |
279,626
|
| |
12,133,686
|
|
2020
|
| |
-
|
| |
350,000
|
| |
484,200
|
| |
239,450
|
| |
-
|
| |
-
|
| |
252,000
|
| |
1,325,650
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(1)
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Amounts shown represent the discretionary cash bonuses awarded for exceeding performance expectations as approved by the Compensation Committee. See "Narrative Disclosure to the Summary Compensation Table" for additional information.
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(2)
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Amounts shown in the "Stock Awards" column represent the aggregate grant date fair value of restricted stock units and the amounts shown in the "Option Awards" column represent the aggregate grant date fair value of stock options, in each case as computed in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 13 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended September 30, 2021. For awards vesting upon achievement of certain performance metrics, amounts included assume achievement of such performance metrics. See "Narrative Disclosure to the Summary Compensation Table" for additional information.
|
(3)
|
Amounts shown include compensation paid in digital currency in accordance with the executive's respective employment agreement, and certain taxes paid by the Company on behalf of the executives in accordance with the executives' employments agreements.
|
| |
OPTION AWARDS
|
| |
STOCK AWARDS
|
||||||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock
That
Have Not
Vested (#)
|
| |
Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
|
Zachary Bradford
|
| |
19,143
|
| |
-
|
| |
-
|
| |
$9.00
|
| |
10/26/2023
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
30,000
|
| |
-
|
| |
-
|
| |
$9.00
|
| |
10/26/2023
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
| |
69,444
|
| |
430,556(1)
|
| |
-
|
| |
$23.00
|
| |
4/16/2026
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
Lori Love
|
| |
16,667
|
| |
8,333(2)
|
| |
-
|
| |
$8.50
|
| |
9/30/2024
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
8,000
|
| |
-
|
| |
-
|
| |
$5.60
|
| |
12/20/2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
| |
6,278
|
| |
-
|
| |
-
|
| |
$9.00
|
| |
10/26/2023
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
| |
10,000
|
| |
-
|
| |
-
|
| |
$9.00
|
| |
10/26/2023
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
| |
6,944
|
| |
43,056(3)
|
| |
-
|
| |
$23.00
|
| |
4/16/2026
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
S. Matthew Schultz
|
| |
15,000
|
| |
-
|
| |
-
|
| |
$5.60
|
| |
12/20/2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
55,556
|
| |
344,444(4)
|
| |
-
|
| |
$23.00
|
| |
4/16/2026
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
| |
15,000
|
| |
-
|
| |
-
|
| |
$9.00
|
| |
10/26/2023
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
| |
24,000
|
| |
-
|
| |
-
|
| |
$9.00
|
| |
10/26/2023
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
(1)
|
500,000 options granted on 4/16/2021 to purchase common stock which vest in 36 equal monthly installments.
|
(2)
|
25,000 options granted on 9/30/2019 to purchase common stock which vest in 36 equal monthly installments.
|
(3)
|
50,000 options granted on 4/16/2021 to purchase common stock which vest in 36 equal monthly installments.
|
(4)
|
400,000 options granted on 4/16/2021 to purchase common stock which vest in 36 equal monthly installments.
|
Plan Category
|
| |
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
|
| |
Weighted-average Price of
Securities to be Issued upon
Exercise of Outstanding
Options, Warrants and Rights
|
| |
Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
Equity compensation plans approved by security holders
|
| |
2,105,504
|
| |
$18.39
|
| |
1,242,183
|
Equity compensation plans not approved by security holders
|
| |
-
|
| |
$-
|
| |
-
|
Total
|
| |
2,105,504
|
| |
$18.39
|
| |
1,242,183
|
Name of Beneficial Owner
|
| |
Number of Shares of Par Value
$0.001 Common Stock Beneficially
Owned
|
| |
Percentage of
Class
|
Directors and named executive officers
|
| | | | ||
S. Matthew Schultz
|
| |
937,551(1)
|
| |
2.26%
|
Zachary Bradford
|
| |
836,401(2)
|
| |
2.02%
|
Larry McNeill
|
| |
158,257(3)
|
| |
0.38%
|
Lori Love
|
| |
129,695(4)
|
| |
0.31%
|
Dr. Thomas L. Wood
|
| |
57,849(5)
|
| |
0.14%
|
Roger P. Beynon
|
| |
10,976(6)
|
| |
0.03%
|
| | | | |||
All Officers and Directors as a Group (7 persons)
|
| |
2,146,910(7)
|
| |
5.18%
|
(1)
|
Includes 480,000 shares of common stock held in the S M Schultz IRRV TR to which Mr. Schultz is the beneficial owner, 204,000 shares of common stock held in his name, 40,996 shares of common stock held by his spouse, 28,333 vested but not settled restricted stock units and 184,222 vested and exercisable options to purchase common stock.
|
(2)
|
Includes 253,116 shares of common stock held in his name, 323,864 shares of common stock held in ZRB Holdings Inc. in which Mr. Bradford is the beneficial owner, 12,000 shares of common stock held in BlueChip Advisors LLC in which Mr. Bradford shares beneficial ownership, 35,500 vested but not settled restricted stock units, and 211,821 vested and exercisable options to purchase common stock.
|
(3)
|
Includes 61,621 shares of common stock held in his name, 71,636 shares of common stock held in his Roth IRA, and 25,000 vested and exercisable options to purchase common stock.
|
(4)
|
Includes 80,081 shares of common stock held in her name, 1,500 vested but not settled restricted stock units, and 41,114 vested and exercisable options to purchase common stock.
|
(5)
|
Includes 12,653 shares of common stock held in his name and 45,196 shares of common stock held in the name of his spouse.
|
(6)
|
Includes 10,976 shares of common stock held in his name.
|
(7)
|
Includes, for the officers and directors, as a group, an aggregate amount of 1,603,685 of common stock, 68,416 vested but not settled restricted stock units, and 474,809 vested and exercisable options to purchase common stock.
|
Name of Beneficial Owner
|
| |
Number of
Shares of Par
Value $0.001
Series A
Preferred
Stock
Beneficially
Owned
|
| |
Percentage of
Class
|
5% stockholders
|
| | | | ||
Celtic, LLC(1)
|
| |
250,000
|
| |
14.29%
|
Directors and named executive officers
|
| | | | ||
S. Matthew Schultz(1)
|
| |
583,333
|
| |
33.33%
|
Zachary Bradford(1)
|
| |
583,333
|
| |
33.33%
|
Larry McNeill(1)
|
| |
583,333
|
| |
33.33%
|
All Officers and Directors as a Group
|
| |
1,750,000
|
| |
100.00%
|
(1)
|
Messrs. Schultz, Bradford and McNeill each own 500,000 shares of Series A Preferred Common Stock held in their own names. Messrs. Schultz, Bradford and McNeill each own a 1/3 membership interests in Celtic, LLC, which directly owns an aggregate of 250,000 shares of Series A Preferred Stock, resulting in 83,333 shares of Series A Preferred being attributable to each of them. Messrs. Schultz, Bradford and McNeill each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
|
•
|
the amounts involved exceeded or will exceed the lesser of $120,000, or one percent of the average of our total assets at year-end for the last two completed fiscal years; and
|
•
|
any of our directors, executive officers, holders of more than 5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements with directors and executive officers, which are described where required under the section above titled "Summary Compensation Table."
|
January 27, 2022
|
| |
By Order of the Board of Directors
|
| | ||
| |
/s/ Zachary Bradford
|
|
| |
Zachary Bradford,
Chief Executive Officer, President, and Director
|