{"url_path":"/sec/asft/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1651992/0001477932-26-002564-index.html","accession_number":"0001477932-26-002564","cik":"0001651992","ticker":"ASFT","issuer_name":"Appsoft Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1651992/0001477932-26-002564-index.html","primary_entity_key":"0001651992","primary_entity_name":"Appsoft Technologies, Inc."},"word_count":1394,"has_tables":true,"body_markdown":"** **\n\n**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nThe following table sets forth information regarding our executive officers and directors as of the date of this Annual Report:\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Position**\n\n \n\n \n\n \n\n \n\n \n\nBrian Kupchik\n\n \n\n49\n\n \n\nPresident, Chief Executive Officer and Director\n\n \n\n**Background Information about our Officers and Directors**\n\n \n\nBrian Kupchik has been our President, Secretary and a member of our Board since the Company’s inception. In January 2015, he co-founded Primo Media Inc. with Mr. Ingram, our former Treasurer and a director, a business development concern based in Yorktown Heights, New York, for which he served as the chief operating officer. Primo is a Latin-focused multi-channel network that connects brands with millions of Hispanic Millennials through integrated digital and mobile advertising opportunities across its network. Since January 2012, Mr. Kupchik has been a partner in 47 Media, an outsourced business development and consulting firm, where he is responsible for acquiring new business, negotiating contracts, establishing project plans and consulting regarding strategy, business development, management and other outsourced digital media services. From October 2011 to May 2012, he was a portfolio manager at Black Ocean, digital platform that has created a new generation business model that combines entrepreneurship, incubation, venture capital and investment banking practices. From October 2009 to August 2011, Mr. Kupchik was vice president of business development at MediaBrix/Smartclip, a social media focus company offering a foundation of social products including, Pulse for Facebook, Guaranteed Video View, Social Apps / Games, and Mobile, where he participated in sales, strategy, product development with a heavy focus on mobile. Mr. Kupchik is a member of OMMA, a digital media marketing organization, and the Interactive Advertising Bureau. Mr. Kupchik is involved with several children’s charitable organizations. Mr. Kupchik has been selected as a director of our Company because of his experience and background in business development in Internet based businesses.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nOur sole director, executive officer and control person has not been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.\n\n \n\n**Term of Office**\n\n \n\nAll our directors will hold office until their successors have been elected and qualified or appointed or the earlier of their death, resignation or removal. Executive officers are appointed and serve at the board of director’s discretion.\n\n \n\n**Director Compensation**\n\n \n\nOur director does not receive any compensation for his service as a director and there is no director compensation being considered at this time.\n\n \n\n**Section 16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nSection 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and announcements of changes in ownership of our common stock with the Commission. Directors, executive officers and ten percent of stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based upon a review of these filings, we believe all required Section 16(a) reports were made during 2025.\n\n \n\n**Board Composition**\n\n \n\nOur bylaws provide that the size of our Board will be determined from time to time by the resolution of our Board. Currently, our Board comprises one member.\n\n \n\n**Election of Directors**\n\n \n\nOur bylaws provide that a majority vote of our stockholders elect the members of our Board.\n\n \n\n**Corporate Governance**\n\n \n\nOur Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing similar functions. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.\n\n \n\n \n\n16\n\n*Table of Contents*\n\n \n\nWe do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors 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 stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board.\n\n \n\nGiven our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.\n\n \n\nAs with most small, early-stage companies until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board include “independent” directors, nor are we required to establish or maintain an audit committee or other committees of our Board.\n\n \n\n**Meetings of the Board**\n\n \n\nDuring fiscal 2025, our Board did not hold any in-person or telephonic meetings and took action by written consent one time.\n\n \n\n**Committees of our Board of Directors**\n\n \n\nThe Company does not have standing audit, compensation or nominating committees. The functions of those committees are performed by the Board of Directors. Because the Company currently has one director and limited operations, the Board does not believe separate committees are necessary at this time.\n\n \n\nThe Board does not have a member who qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K.\n\n \n\nThe entire Board participates in the consideration of director nominees and executive compensation matters.\n\n \n\n**Nomination Process**\n\n \n\nDuring the 2025 fiscal year, we did not effect any material changes to the procedures by which our stockholders may recommend nominees to our Board. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our Board has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the Board considers a nominee for a position on our Board. If stockholders wish to recommend candidates directly to our Board, they may do so by sending communications to the President of our Company at the address on the cover of this Annual Report.\n\n \n\n \n\n17\n\n*Table of Contents*\n\n  \n\n**Compliance with Section 16(a) of the Securities Exchange Act of 1934**\n\n \n\nSection 16(a) of the Exchange Act requires directors, executive officers and holders of more than 10% of an equity security registered pursuant to Section 12 of the Exchange Act to file various reports with the SEC. Our equity securities are not registered pursuant to Section 12 of the Exchange Act, so our directors, executive officers and 10% holders are not subject to Section 16(a).\n\n \n\n**Code of Ethics**\n\n \n\nWe have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.appsofttechnologies.com. We intend to post any amendments to the code, or any waivers of its requirements, on our website. The contents of our website are not incorporated by reference into this Annual Report.\n\n \n\n**Insider Trading Policy**\n\n \n\nThe Company has not adopted an insider trading policy and procedures governing the purchase, sale or other dispositions of the Company’s securities by directors, officers and employees, or by the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. Given the Company’s size and limited operations, the Board has not yet adopted such a policy. The Company may adopt such a policy in the future as its operations and resources develop."}