{"url_path":"/sec/cik-0001883984/10-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":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-020545-index.html","accession_number":"0001437749-26-020545","cik":"0001883984","ticker":null,"issuer_name":"Alternus Clean Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-020545-index.html","primary_entity_key":"0001883984","primary_entity_name":"Alternus Clean Energy, Inc."},"word_count":4357,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance**\n\n \n\nThe following table sets forth the name, age and position of each of the directors and executive officers of Alternus as of *June 12, 2026:*\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nVincent Browne\n  *58* \n*Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors*\n\nTaliesin Durant\n  *55* \n*Chief Legal Officer*\n\nGary Swan\n  *55* \n*Chief Technical Officer*\n\nLarry Farrell\n  *53* \n*Chief Information Officer*\n\nJohn P. Thomas\n  *73* \n*Director*\n\nAaron T. Ratner\n  *51* \n*Director*\n\nNicholas Parker\n  *65* \n*Director*\n\nTone Bjornov\n  *64* \n*Director*\n\nRolf Wikborg\n  *68* \n*Director*\n\n \n\n**Executive Officers**\n\n \n\n**Vincent Browne, Chairman, Chief Executive Officer and Interim Chief Financial Officer**\n\n \n\nVincent Browne is our Chairman, Chief Executive Officer and Interim Chief Financial Officer. Mr. Brown brings a wealth of experience with his extensive background of over *20* years in senior and c-suite level management in the areas of finance and operations, including M&A, project finance and capital market transactions across listed and private companies.\n\n \n\nFrom *2017* to present Mr. Browne also serves as AEG’s Chairman and CEO. From *July*of *2015* until *September*of *2017,* he served as AEG’s CFO and as a Director. Since *December*of *2016,* Mr. Browne has also served as a director of all of our subsidiaries except our Italian subsidiaries. Mr. Browne holds a Bachelor of Commerce (Accounting) degree from University College Dublin and is a regular contributor in commercialization of research and technology projects with the Technology and Enterprise Campus at Trinity College Dublin.\n\n \n\nWe believe Mr. Browne is qualified to serve as a director on our board in light of his role as our Chief Executive Officer, his previous experience as Chief Executive Officer of AEG, the management perspective he brings to board deliberations and his extensive management experience.\n\n \n\n**Taliesin Durant, Chief Legal Officer**\n\n \n\nTaliesin Durant is our Chief Legal Officer. Ms. Durant has spent over *20* years serving in senior operating roles in a variety of US corporate and public enterprises.\n\n \n\nPrior to Ms. Durant’s appointment as our Chief Legal Officer, she served as AEG’s CLO since *2018.* Prior to that, she served as President of a boutique legal services firm, DART Business Services LLC, which she founded in *March 2010*to provide general and securities legal services to small public companies. Prior to founding DART, from *October 2008*to *February 2010,*she was the General Counsel and Corporate Secretary of Flint Telecom Group, Inc. Prior to this, from *June 2001*to *September 2008,*Ms. Durant served as General Counsel and Corporate Secretary for Semotus Solutions Inc. Ms. Durant graduated with a BA in Economics from Connecticut College. Ms. Durant is a member of the California State Bar Association, having earned a Juris Doctor degree at Northwestern School of Law at Lewis and Clark College where she was associate editor of the Environmental Law Review and completed her final year of law school at Santa Clara University School of Law.\n\n \n\n**Gary Swan, Chief Technical Officer**\n\n \n\nGary Swan is our Chief Technical Officer. Mr. Swan comes with over *30* years of construction experience working on the design, construction, operation and sale of renewable energy assets across multiple continents.\n\n \n\nPrior to Mr. Swan’s appointment as our Chief Technical Officer, he served as AEG’s CTO since *2021.* Prior to AEG, Mr. Swan was previously responsible for the construction of several large-scale wind and solar projects owned by Actis Energy portfolio companies AELA Energia (Chile) and BioTherm Energy (Africa). Prior to this, Mr. Swan spent *6* years at Mainstream Renewable Power as Head of Construction and Engineering Manager from *July 2012*to *March 2018,*where he was responsible for delivering wind and solar projects through the construction phase into operation across Europe, North America, Latin America and Africa.\n\n \n\nMr. Swan holds a BAI in Civil, Structural and Environmental Engineering from Trinity College Dublin and an MSc in Project Management from the University College Dublin Michael Smurfit Graduate Business School.\n\n \n\n**Larry Farrell, Chief Information Officer**\n\n \n\nLarry Farrell is our Chief Information Officer. He has over *20* years of experience in senior leadership roles across production, operations and service delivery management, in both startups and Fortune *500* companies.\n\n \n\nPrior to Mr. Farrell’s appointment as our Chief Information Officer, he served as AEG’s CIO since *2019.* Prior to AEG, from *March*of *2015* to *January*of *2019,* Mr. Farrell was Senior Director of Global Operations Application Support for Xerox, consolidating and developing support systems and infrastructure globally. From *October 2012*to *March*of *2015* he was Director of Global Service Delivery.\n\n \n\nMr. Farrell is ITIL and Lean Six Sigma certified and studied Mechanical Engineering at Dundalk Institute of Technology and holds Diplomas in Management from Dublin Business School and Printing and Graphic Communication from Technological University, Dublin.\n\n \n\n*53*\n\n[Table of Contents](#toc)\n\n \n\n**Non-Employee Directors**\n\n \n\n**Aaron T. Ratner, Director**\n\n \n\nAaron T. Ratner is a member of our board of directors. Prior to serving on our board, Mr. Ratner was the Chief Executive Officer of Clean Earth Acquisitions Corp, our pre-combination listed entity.\n\n \n\nAlong with serving on our board, Mr. Ratner is also the ClimateTech Venture Partner with Vector Ventures, a venture capital investment platform based in Hong Kong, and a Partner and Advisor to Climate Commodities, a global commodity merchant and development accelerator, focused on incubating, scaling, and funding businesses and assets that are essential for clean energy transition, artificial intelligence infrastructure, national defense, and the broader commodity and energy sectors. Since *November 2022*Mr. Ratner is also on the board of directors of Burcon NutraScience (TSK: BU), a plant protein technology company.\n\n \n\nMr. Ratner has over *20* years of domestic and international investment and advisory experience, including *8* years in Asia, focusing on venture capital, climate technology, infrastructure investing, energy, and agriculture. From *2020* to *2022,* Mr. Ratner was the President of Cross River Infrastructure Partners, a platform of development companies deploying climate technologies into sustainable infrastructure projects across carbon capture, hydrogen, advanced SMR nuclear, and sustainable protein, with a focus on *first* and early commercial projects. From *2016* to *2020,* Mr. Ratner was a Managing Director and the Head of Origination at Ultra Capital, a sustainable infrastructure project finance fund manager. At Ultra, he held seats on the Investment Committee and the Board of Directors. Also from *2016* to *November 2022*he was the Venture Partner at Vectr Ventures, a climate tech venture capital fund.\n\n \n\nMr. Ratner attended the Stanford University Graduate School of Business and completed his undergraduate education at the University of Pennsylvania (Economics (Honors) and International Relations) and Jochi University, Tokyo.\n\n \n\nWe believe Mr. Ratner is qualified to serve as a director on our board in light of his previous investment/entrepreneurial experience that he brings to board deliberations, and his extensive experience with advisory and clean energy projects.\n\n \n\n**Nicholas Parker, Director**\n\n \n\nNicholas Parker is a member of our board of directors. Prior to serving on our board, since *2002,* Mr. Parker has served as Chairman of Toronto-based Parker Venture Management Inc., a private company through which he controls investments in, and advises on, clean and smart technology businesses and platforms globally, including previously serving as chairman of UGE International LTD (TSX: UGE), a public solar renewable energy development company.\n\n \n\nFrom *January 2014*to *September 2019,*Mr. Parker served as Managing Partner of Global Acceleration Partners Inc., an Asia-focused technology cooperation platform in the energy, environment and water sectors. From *2002* to *2013,* Mr. Parker was Co-founder and Executive Chairman of Cleantech Group LLC, a San Francisco-based research and consulting and convening firm that created and served the worldwide cleantech innovation community, which he successfully sold in *2009,* with partial turnout through *2011.* During his tenure at Cleantech Group, its startup clients raised over *$6* billion from investors. From *1999* to *2004,* Mr. Parker was Co-founder and Principal of Emerald Technology Ventures, a leading trans-Atlantic venture manager focused on energy and resource productivity. During this period, Mr. Parker led an investment in Evergreen Solar, which in *2000* became the *second* solar initial public offering to be listed on Nasdaq. From *1996* to *1999,* Mr. Parker was Senior Vice President of Environmental Capital Corporation, a Boston-based investment company majority-owned by Maurice Strong and his family. Mr. Parker started his business career in *1988* as Co-founder and President of The Delphi Group, *one* of Canada’s leading environmental strategy firms, through which he built and sold its London-based corporate finance arm.\n\n \n\nMr. Parker holds a B.A. Hons in Technology Studies from Carleton University and a Master’s in Business Administration in International Business from the CASS Business School, London.\n\n \n\nWe believe Mr. Parker is qualified to serve as a director on our board in light of his extensive management experience.\n\n \n\n**John P. Thomas, Director**\n\n \n\nMr. Thomas is a member of our board of directors. From *February 2018*to present Mr. Thomas also serves as a director of AEG.\n\n \n\nPrior to joining our board, Mr. Thomas has served in senior operating and management roles in a variety of corporate and public enterprises for over *35* years. From *April 2011*to *July 2022*he was Director and Managing Partner of Doonbeg Partners, LLC, which he co-founded. Prior to co-founding the Doonbeg, he was a founding partner of Pfife Hudson Group, from *March 2003*to *November 2010,*a boutique investment bank. Prior to that, Mr. Thomas spent *12* years at the Grundstad Maritime Group, a Norwegian holding company with various maritime assets including product tankers and a cruise line, culminating as CEO and President of the Group. He joined Grundstad from Northrop Corporation, where from *February 1984*to *June 1988*he was responsible for Northrop’s corporate counter trade and offset operations worldwide. Before joining Northrop, Mr. Thomas was Owners Representative for West Africa and Resident Managing Director in Nigeria for Farrell Lines, a US Flag shipping company. He began his African experience as a U.S. Peace Corps Volunteer in The Gambia, West Africa and later transferred to Micronesia.\n\n \n\nMr. Thomas graduated with a BS in Business Administration from Manhattan College.\n\n \n\nWe believe that Mr. Thomas is qualified to serve as a director on our board due to his service in senior operating and management roles of other companies.\n\n \n\n*54*\n\n[Table of Contents](#toc)\n\n \n\n**Tone Bjornov, Director**\n\n \n\nMs. Bjørnov is a member of our board of directors, prior to which she was as a member of AEG’ Board of Directors since *August 2021.*\n\n \n\nSince *2008* she has worked as a portfolio non-executive director in several Scandinavian companies across various sectors from banks and financial institutions to shipping, real estate, media, biotech and aquaculture. She has chaired multiple Boards and Board committees including risk, audit and nomination in European listed companies. Present board positions include Atlantic Sapphire ASA (Audit Committee Chair), Aqua Bio Technology ASA, Filmparken AS (Chair), Storyline Studios AS (Chair), Hausmann AS (Chair), Dugnad.ai.AS (Chair), TF Bank AB (Audit Committee Chair), Omsorgsbygg KF (Deputy Chair) and Varme og Bad AS (Credit Committee Chair).\n\n \n\nMs. Bjørnov received her undergraduate degree from the University of Oslo and an undergraduate degree from BI Norwegian Business School and resides in Oslo.\n\n \n\nWe believe that Ms. Bjornov is qualified to be a director on our board given her vast experience in the financial industry.\n\n \n\n**Rolf Wikborg, Director**\n\n \n\nOn *January 28, 2025,*Rolf Wikborg was elected to the Board.\n\n \n\nMr. Wikborg has significant experience in renewable energy and energies in general.  He is currently Chairman of Norhybrid a Norwegian based manufacturer of vertical industrial wind turbines. He is also chair of Carbon Value Technologies and a Director of a Fintech company, FutureXchange.  From *2020* to *2024* he has been a partner with Greenlight Group, a fund that holds a variety of investments in solar, wind, battery management systems, black pellets and biogas.  He has also been involved in some of the most *CO2* reducing maritime projects with dual fuel, batteries and wind assisted ships. Mr. Wikborg also served, from *2007* to *2015,* as Director of a NYSE listed transportation company, DHT, where he was also chair of the compensation committee, and was a Director of an Oslo listed dry cargo transportation company, Western Bulk, from *2012* to *2016.* Mr. Wikborg lived *16* years in the US from *1986* - *2002,* establishing and building up AMA Capital Partners LLC, New York based merchant bankers in M&A, restructuring of debt including bonds and managing equity and debt funds within maritime, transportation and energy. Prior to New York, Wikborg was Managing Director of Fearnleys Mexico. He remained with AMA after moving back to Norway and was involved in restructurings and M&A. From *2004* to *2008* he was an advisor to Kuwait Finance House in the shariah based equity investment in maritime and energy and was a Partner with SinoEnergy Capital in Hong Kong, investing in harsh environment jack up rigs.\n\n \n\nMr. Wikborg graduated from University of Manchester Institute of Science & Technology with Honors.  He also studied marine law and marine insurance law at the Norwegian Shipping Academy.  He is an officer of the Royal Norwegian Navy.\n\n \n\nWe believe Rolf S. Wikborg is qualified to serve on the Board of Directors of the Company due to his international experience, previous and current board positions in the US and Norway as well as his knowledge of the renewable energy industry.\n\n \n\n**Corporate Governance**\n\n \n\nBoard Leadership Structure\n\n \n\nOur chairman of the board of directors is Vincent Browne, who is also our Chief Executive Officer and Interim Chief Financial Officer. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and *may*make such changes in the future as it deems appropriate.\n\n \n\nRole of Board in Risk Oversight Process\n\n \n\nOur board of directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board of directors to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.\n\n \n\nThe audit committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating and corporate governance committee manages risks associated with the independence of the board of directors, corporate disclosure practices and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board of directors as a whole.\n\n \n\n**Composition of the Board of Directors**\n\n \n\nOur certificate of incorporation provides that our board of directors is divided into *three* classes, designated Class I, Class II and Class III, with each class serving staggered terms. Vincent Browne, John P. Thomas and Aaron T. Ratner serve as Class III directors; Nicholas Parker and Tone Bjornov serve as Class II directors; and Rolf Wikborg serves as a Class I director. Because the Company did *not* hold an annual meeting of stockholders during *2025,* *no* class of directors was submitted for election at an annual meeting during *2025.* Each director continues to serve until the election and qualification of his or her successor, or until such director’s earlier death, resignation, retirement, disqualification or removal, in accordance with the Company’s certificate of incorporation and bylaws. The Company is evaluating whether to simplify its board structure, including by seeking the approvals necessary to eliminate the classified board structure and provide for the annual election of all directors.\n\n \n\n*55*\n\n[Table of Contents](#toc)\n\n \n\n**Director Independence**\n\n \n\nThe board of directors consists of *six* directors, *three* of whom are “independent” within the meaning of Rule *10A*-*3* under the Exchange Act and under the standards formerly applicable to the Company under Section *5605*(a)(*2*) of the Nasdaq Listing Rules, which the Company continues to apply voluntarily as a governance best practice notwithstanding its delisting from Nasdaq in *February 2025.*Under these standards, a director cannot be considered independent if: \n\n \n\n \n●\n\nthe director is, or at any time during the past *three* (*3*) years was, an employee of the company;\n\n \n\n \n●\n\nthe director or a family member of the director accepted any compensation from the company in excess of *$120,000* during any period of *twelve* (*12*) consecutive months within the *three* (*3*) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);\n\n \n\n \n●\n\nthe director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past *three* fiscal years that exceed *5%* of the recipient’s consolidated gross revenue for that year or *$200,000,* whichever is greater (subject to certain exemptions);\n\n \n\n \n●\n\nthe director or a family member of the director is employed as an executive officer of an entity where, at any time during the past *three* (*3*) years, any of the executive officers of the company served on the compensation committee of such other entity; or\n\n \n\n \n●\n\nthe director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past *three* (*3*) years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit.\n\n \n\nUnder such definitions, our Board has undertaken a review of the independence of each director. Based on the information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that Nicholas Parker, Tone Bjornov and Rolf Wikborg satisfy the “independence” requirements described above.\n\n \n\n**Board Committees**\n\n \n\nThe Board has established *three* standing committees: (i) audit committee (the “Audit Committee”); (ii) compensation committee (the “Compensation Committee”); and (iii) nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). Each of the committees operates pursuant to its charter. The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee *may*propose revisions to the charters. The responsibilities of each committee are described in more detail below.\n\n \n\n**Audit Committee.** The Audit Committee consists of *three* directors, Tone Bjornov, Nicholas Parker and Rolf Wikborg, all of which are currently “independent”. Tone Bjornov serves as the audit committee chairman and audit committee financial expert. The audit committee’s duties are specified in a charter and include, but *not* be limited to:\n\n \n\n \n●\n\nmeeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;\n\n \n\n \n●\n\nmonitoring the independence of the independent registered public accounting firm;\n\n \n\n \n●\n\nverifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;\n\n \n\n \n●\n\ninquiring and discussing with management our compliance with applicable laws and regulations;\n\n \n\n \n●\n\npre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;\n\n \n\n \n●\n\nappointing or replacing the independent registered public accounting firm;\n\n \n\n \n●\n\ndetermining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;\n\n \n\n \n●\n\nestablishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and\n\n \n\n \n●\n\nreviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.\n\n \n\nThe Audit Committee is composed exclusively of “independent directors” who are “financially literate”, meaning that each is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.\n\n \n\n*56*\n\n[Table of Contents](#toc)\n\n \n\n**Compensation Committee**. The Compensation Committee consists of *one* director: Rolf Wikborg, who is “independent”. The Compensation Committee’s duties are specified in a charter and include, but *not* be limited to:\n\n \n\n \n●\n\nreviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;\n\n \n\n \n●\n\nreviewing and approving the compensation of all of our other Section *16* executive officers;\n\n \n\n \n●\n\nreviewing our executive compensation policies and plans;\n\n \n\n \n●\n\nimplementing and administering our incentive compensation equity-based remuneration plans;\n\n \n\n \n●\n\nassisting management in complying with our proxy statement and annual report disclosure requirements;\n\n \n\n \n●\n\napproving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;\n\n \n\n \n●\n\nproducing a report on executive compensation to be included in our annual proxy statement; and\n\n \n\n \n●\n\nreviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.\n\n \n\nThe charter provides that the compensation committee *may,*in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the SEC.\n\n \n\n**Nomination and Corporate Governance Committee***.* The Nominating and Corporate Governance Committee consists of *two* directors: Rolf Wikborg and Tone Bjornov. Tone Bjornov serves as the nominating and corporate governance committee chairman. The Nominating and Corporate Governance Committee’s duties are specified in a charter and include, but *not* be limited to:\n\n \n\n \n●\n\nassist the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees for the next annual meeting of stockholders;\n\n \n\n \n●\n\nlead the Board in its annual review of its performance;\n\n \n\n \n●\n\nrecommend to the Board director nominees for each committee of the Board; and\n\n \n\n \n●\n\ndevelop and recommend to the Board corporate governance guidelines applicable to us.\n\n \n\n**Role of Board in Risk Oversight Process**\n\n \n\nOur Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.\n\n \n\n**Code of Ethics**\n\n \n\nOur Board adopted a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. Our website has a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.\n\n \n\n**Clawback Policy**\n\n \n\nOn *January 1, 2024,*our Board adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule *10D*-*1* and the Nasdaq listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.\n\n \n\n**Insider Trading Policy**\n\n \n\nWe have an insider trading policy that prohibits our directors, executive officers, employees, independent contractors and consultants from the purchasing or selling our securities while being aware of material, non-public information about the Company as well as disclosing such information to others who *may*trade in securities of the Company. Our insider trading policy also prohibits our directors, executive officers, employees, independent contractors and consultants from engaging in hedging activities or other short-term or speculative transactions in the Company’s securities such as short sales, options trading, holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan, without the advance approval of our Chief Executive Officer and Interim Chief Financial Officer. Our insider trading policy was filed as Exhibit *19.1* to our Annual Report on Form 10-K filed on *April 15, 2024.*\n\n \n\n*57*\n\n[Table of Contents](#toc)\n\n \n\n**Delinquent Section 16(a) Reports**\n\n \n\nSection *16*(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than *10%* of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended *December 31, 2025* filed with the SEC, all required Section *16* reports under the Exchange Act for our directors, executive officers and beneficial owners of greater than *10%* of our common stock were filed on a timely basis during the year ended *December 31, 2025*."}