{"url_path":"/sec/catg/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":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","accession_number":"0001753926-26-000917","cik":"0001470129","ticker":"VIIQ","issuer_name":"VisitIQ Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","primary_entity_key":"0001470129","primary_entity_name":"VisitIQ Corp."},"word_count":1478,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance.**\n\n \n\nThe following table sets forth the names, ages and positions\nof our named executive officers (“NEOs”) and directors as of August 31, 2025:\n\n \n\n**Name**\n\n \n**Age**\n \n**Position**\n\nVernon Hanzlik\n \n68\n \nChief Executive Officer, Interim Chief Financial Officer, President\n\n(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and Director\n\nVincent DeVito\n \n55\n \nDirector\n\nShahid Ramzan\n \n53\n \nDirector\n\nJose Velasco\n \n35\n \nDirector\n\nHimesh Bhise\n \n58\n \nIndependent Director\n\n \n\nSet forth below is a description of the background and business\nexperience of our directors and NEOs as of August 31, 2025:\n\n \n\n**Executive Officers**\n\n \n\n**Vernon Hanzlik***, age 68,*is our Chief Executive Officer, Interim Chief Financial Officer and a member of the Board. Mr. Hanzlik has over 30 years of\nexperience in technology and services, with the last 25 years in software development. Prior to joining VisitIQ, Mr. Hanzlik served\nas CEO and President of Qumu, a SaaS based enterprise video platform organization. Mr. Hanzlik was also an investor and the President\nof Sajan Software a TMS (Translation Management System) platform for businesses to automate their multi-lingual communications.\nEarlier in his career, he co-founded Stellent, an enterprise content management software company, acquired by Oracle in 2006 for\n$440 million. Stellent became the basis of Oracle’s E2.0 Fusion Middleware offering. Prior to the sale of Stellent to Oracle,\nVern served in a variety of leadership roles, including product development, sales, marketing, President and CEO.\n\n \n\n**Non-Employee Directors**\n\n \n\n**Vincent DeVito,***age 55*,\nis a member of the Board. Mr. Devito is a Managing Director of Asset Management for Arena. He has more than 20 years of experience\nspanning origination, underwriting, portfolio management, and valuation across a wide variety of investments including corporate\nprivate investments, structured finance transactions, natural resources, corporate securities, and secondaries & liquidity\nsolutions. Prior to joining Arena, Vincent served as the director of credit, lending, and portfolio management at PPMG where he\nwas responsible for debt and equity control investments. He previously served as a managing director and was the founder of the\nSyndicated Loan Group within CIT, a liquid and illiquid par and distressed leveraged loan business within a large public bank holding\ncompany. Prior to CIT, Vincent served in various positions at GE Capital where he was responsible for originating, assessing, and\nmanaging par and distressed liquid and illiquid investments and private equity transactions. He also worked for Time Warner Mergers\nand Acquisitions Group and was a senior auditor at Ernst & Young. Vincent holds a BS in accounting and an MBA in finance from\nFordham University and is a CPA. He sits on multiple boards overseeing a variety of portfolio companies.\n\n \n\n**Shahid Ramzan***, age 53,*is a member of the Board. Mr. Ramzan is a Managing Director of High Yield Corporate Securities for Arena. Prior to joining\nArena, Mr. Ramzan began his career at Siemens, and has subsequently held global roles in convertible bonds, equity derivatives,\nand public/private credit. At Caspian Securities he was on the trading desk for Agency and Proprietary convertible bonds. At HBK\nin London, he was a Director managing the European and Asia Ex-Japan business focused primarily on equity derivatives and convertible\nbonds. At DB Zwirn he managed the European and Asian public credit business across New York, London, Hong Kong and Singapore. For\neight years prior to Arena, Mr. Ramzan founded and ran the Fortensa Special Opportunities fund in Singapore, investing in credit\nand credit-linked opportunities in Asia. Shahid received a BSc (Hons) in Mathematics from Kings College London.\n\n \n\n82\n\n \n\n \n\n**Jose Velasco***, age 35*,\nis a member of the Board. Mr. Velasco has nearly a decade of experience in restructuring and asset management across the US and\nLatin America. He began his career as a turnaround and restructuring consultant at Alvarez & Marsal and AlixPartners, two leading\ndistressed advisory firms. His experience spans numerous industries including energy, transportation, healthcare, retail, and others.\nJose holds a BA in chemical engineering, with honors, from Universidad Iberoamericana and an MBA from the Duke University Fuqua\nSchool of Business.\n\n \n\n**Himesh Bhise***, age 58, *has\nbeen a member of the Board since May 2025. Mr. Bhise brings to the Board extensive experience as an operating executive and Board\nDirector who has scaled businesses and delivered successful stakeholder outcomes in the software, media and professional services\nindustries. He also serves on the Board of Intelity, a PE-backed hospitality tech company. He was the CEO and Board Director of\nArabella, a tech-enabled professional services firm; and the CEO and Board Director of Synacor, a Nasdaq-listed enterprise software\nand ad-tech company. Prior, he led business units at Comcast (streaming, advanced advertising), Charter (broadband) and AOL (mobile).\nHe was a leader in the Telecom practice at McKinsey. Himesh received his MBA from the Wharton School.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships between\nany director or officer of the Company and any other such person.\n\n \n\n**Director Term Limits**\n\n \n\nOur Board has not adopted policies imposing\nan arbitrary term or retirement age limit in connection with individuals serving as directors as it does not believe that such\na limit is in the best interests of our company. Our Board will strive to achieve a balance between the desirability of its members\nhaving a depth of relevant experience, on the one hand, and the need for renewal and new perspectives, on the other hand.\n\n \n\n**Board Role in Risk Oversight and Management**\n\n \n\nOur full Board has an active role in the\noversight and management of the Company’s risks and carries out its role directly. The Board’s direct role in the Company’s\nrisk management process includes regular or periodic receipt and discussion of reports from management and the Company’s\noutside counsel and advisers on areas of material risk to the Company, including operational, strategic, financial, legal and regulatory\nrisks.\n\n \n\nThe Company has not adopted any practices\nor policies regarding the ability of our employees (including officers) or Directors, or any of their designees, to purchase financial\ninstruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions,\nthat hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock either granted to\nthe employee or director by the Company as part of the compensation of the employee or director; or held, directly or indirectly,\nby the employee or director.\n\n \n\n83\n\n \n\n \n\n**Committees**\n\n \n\nAs of August 31, 2025, our Board did not\nmaintain standing Audit, Compensation or Nominating and Corporate Governance Committees. Given the Company’s size and stage\nof development, the Board has determined that it is appropriate for the full Board to perform the functions that would otherwise\nbe carried out by such committees.\n\n \n\nAccordingly, the Board as a whole is responsible\nfor oversight of the Company’s financial reporting processes, internal controls and audit matters, executive compensation\nand director nominations.\n\n \n\n*Audit Committee Financial Expert*\n\n \n\nWhile the Company does not have a separately\ndesignated audit committee, the Board has determined that Mr. DeVito qualifies as an “audit committee financial expert,”\nas that term is defined under the rules of the Securities and Exchange Commission. The Board has further determined that Mr. DeVito\nis not independent under applicable SEC independence standards, due to his role as Managing Director of Asset Management for Arena.\n\n \n\nIn the absence of a formal audit committee,\nMr. DeVito provides financial expertise to the Board in connection with its oversight of the Company’s financial statements,\naccounting policies, and internal controls. The Board believes that the combined experience of its members, and in particular the\nfinancial expertise of Mr. DeVito, enables it to effectively fulfill the responsibilities that would otherwise be delegated to\nan audit committee.\n\n \n\nThe Board intends to evaluate\nthe establishment of standing committees as the Company’s operations and resources evolve.\n\n \n\n**Director Compensation**\n\n \n\nIn fiscal year 2025, each non-employee\ndirector received an option grant of options, 100% fully vested as of the date of issuance, exercisable for 50,000 shares of the\nCompany’s common stock in connection with their service on the Board.\n\n \n\nIn addition, in fiscal year 2025, each\nIndependent Director Nominee received an option grant of options, 100% fully vested as of the date of issuance, exercisable for\n100,000 shares of the Company’s common stock in connection with their respective appointment as advisor to the Board and\nin connection with their commitment to serve on the Board upon the completion of this offering.\n\n \n\n**Code of Business Conduct and Ethics**\n\n \n\nAs of August 31, 2025, the Company had\nnot yet adopted a written code of ethics that applies to its principal executive officer, principal financial officer, principal\naccounting officer or controller, or persons performing similar functions, as defined by applicable rules of the SEC.\n\n \n\nThe Company has not adopted a code of ethics\nat this time due to its limited size, stage of development and resources. The Board of Directors intends to adopt a formal code\nof ethics as the Company’s operations and resources permit."}