{"url_path":"/sec/ifbd/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1815566/0001731122-26-000847-index.html","accession_number":"0001731122-26-000847","cik":"0001815566","ticker":"IFBD","issuer_name":"Infobird Co., Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1815566/0001731122-26-000847-index.html","primary_entity_key":"0001815566","primary_entity_name":"Infobird Co., Ltd"},"word_count":3522,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A. Directors and Senior Management**\n\n \n\nThe following table sets forth\ninformation regarding our directors and executive officers as of the date of this annual report. Unless otherwise stated, the business\naddress for our directors and executive officers is that of our principal executive offices at Room 706, 7/F, Low Block, Grand Millennium\nPlaza, 181 Queen’s Road Central, Central, Hong Kong.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nXiangyang Wen\n \n39\n \nChief Executive Officer, Chairman of the Board of Directors and Director\n\nYiting Song (2)(3)\n \n40\n \nDirector and Chief Financial Officer\n\nQian Qu (1)\n \n40\n \nIndependent Director\n\nZhihua Chen (1)(2)(3)\n \n30\n \n Independent Director\n\nCheuk Yee Li\n \n40\n \nIndependent Director\n\n \n\n91\n\n \n\n \n\n(1) Member of audit committee.\n\n \n\n(2) Member of compensation committee.\n\n \n\n(3) Member of nomination and governance committee.\n\n \n\n**Xiangyang Wen** is\nour Chief Executive Officer, Chairman of the Board, President and Director of the Company. Since March 2022, Mr. Wen has been serving\nas the chief executive officer of Dixinguangnian (Kunming) Technology Co., Ltd., a digital communications manufacturing company. From\nNovember 2022 and March 2023, Mr. Wen has served as an independent director of Infobird Co., Ltd.. From July 2019 to August 2021, Mr.\nWen has served as product manager of China Minsheng Banking Corp., Ltd, a prominent Chinese bank. Mr. Wen received a Bachelor’s\nDegree in Japanese from Yunnan University, China.\n\n  \n\n**Yiting Song**has\nserved as a member of our board of directors since October 2022, and our chief financial officer since November 2022. Ms. Song has served\nas vice president of the investment management department of Gujia (Beijing) Technology Co., Ltd., a technology company that focuses on\ninvestment banking and asset management, since July 2019. From November 2018 to March 2019, Ms. Song served as financial manager of Beijing\nZhenyanlishe Trading Ltd, an internet e-commerce company. From April 2016 to October 2018, Ms. Song served as financial director of Beijing\nWeige Investment Ltd, a company that provides investment management and consulting services. Ms. Song received a Bachelor’s Degree\nin Accounting from Tianjin University of Finance & Economics.\n\n \n\n**Qian Qu**has served\nas a member of our board of directors since October 2022. Ms. Qu has served as financial director of Beijing Yunyingbao Technology Ltd,\nan internet e-commerce company, since March 2020. From April 2016 to March 2020, Ms. Qu served as financial director of Jiangsu Seif Green\nFood Development Ltd, a trading company. From May 2015 to April 2016, Ms. Qu served as senior audit manager of KCCW Accountancy Corp,\na public accounting and consulting firm. Ms. Qu received a Bachelor’s Degree in Accounting from Tsinghua University.\n\n \n\n**Zhihua Chen** is\nan independent director of the Company. Since January 2025, Mr. Chen has been serving as the marketing operations director of Yunnan Trace\nTechnology Co, Ltd. From May 2022 to January 2025, Mr. Chen served as a market department specialist of Shenzhen Xingyin Information Technology\nCo, Ltd. From July 2018 to March 2022, Mr. Chen served as a marketing assistant of Shanghai Qiaobu Technology Co., Ltd. Mr. Chen received\nan associate degree in management science from Kunming Vocational and Technical College of Industry, People’s Republic of China.\n\n \n\n**Cheuk Yee Li** has\nbeen our Independent Director since May 2025. Ms. Li previously served as the chief executive officer from November 2022 to May 2025 and\nthe chairperson of the board of directors from March 2023 to May 2025 of Infobird Co.. Ms. Li has served as senior unit manager of Prudential\nHong Kong Limited, an insurance company from September 2012 to December 2022. From November 2011 to September 2012, Ms. Li served as sales\nexecutive of Hellmann Worldwide Logistics, a logistics services company. From April 2008 to November 2011, Ms. Li served as customer services\nexecutive of Panalpina China Limited, a transportation services company. Ms. Li received a Bachelor’s Degree in Social Sciences\nfrom Open Universities of Hong Kong in December 2011. Ms. Li is currently pursuing an MBA at the University of Birmingham, which began\nin July 2024.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships\nbetween our directors or executive officers.\n\n \n\n92\n\n \n\n \n\n**B. Compensation**\n\n \n\n**Employment Agreements, Director Agreements and\nIndemnification Agreements**\n\n \n\nWe have entered into employment\nagreements with each of our executive officers, pursuant to which such individuals initially agreed to serve as our executive officers\nuntil December 31, 2025 Such terms have been automatically extended for twelve-month periods, and will continue to be so automatically\nextended, unless the agreements are terminated in accordance with their terms. We may terminate the employment for cause at any time for\ncertain acts, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to\nour detriment, or misconduct or a failure to perform agreed duties. We may also terminate the employment without cause at any time upon\n60 days’ advance written notice. Each executive officer may resign at any time upon 60 days’ advance written notice.\n\n \n\nEach executive officer has agreed\nto hold, both during and after the termination or expiry of his employment agreement, in strict confidence and not to use, except as required\nin the performance of his duties in connection with the employment or pursuant to applicable law, any of our confidential or proprietary\ninformation or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.\nEach executive officer has also agreed to disclose in confidence to us all inventions, designs and trade secrets which he conceives, develops\nor reduces to practice during his employment with us and to assign all right, title and interest in them to us, and assist us in obtaining\nand enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.\n\n \n\nIn addition, each executive officer\nhas agreed to be bound by non-competition and non-solicitation restrictions during the term of the employment and for one year following\nthe last date of employment. Specifically, each executive officer has agreed not to: (i) engage or assist others in engaging in any business\nor enterprise that is competitive with our business, (ii) solicit, divert or take away the business of our clients, customers or business\npartners, or (iii) solicit, induce or attempt to induce any employee or independent contractor to terminate his or her employment or engagement\nwith us. The employment agreements also contain other customary terms and provisions.\n\n \n\nWe have also entered into indemnification\nagreements with each of our executive officers and directors. Under these agreements, we have agreed to indemnify our directors and executive\nofficers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director\nor officer of our company.\n\n \n\nWe have also entered into director\nagreements with each of our directors which agreements set forth the terms and provisions of their engagement.\n\n \n\n**Compensation of Director and Executive Officers**\n\n \n\nFor the year ended December 31,\n2025, 2024 and 2023, we paid an aggregate of approximately $0.15 million, $0.2 million and $0.1 million, respectively, in cash to our\ndirectors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits\nto our directors and executive officers.\n\n  \n\n**Equity Awards**\n\n \n\nWe have not granted any equity\nawards to our directors or executive officers during the years ended December 31, 2025, 2024 and 2023.\n\n \n\n**Incentive Compensation**\n\n \n\nWe do not maintain any cash incentive\nor bonus programs and did not maintain any such programs during the years ended December 31, 2025, 2024 and 2023.\n\n \n\n93\n\n \n\n \n\n**C. Board Practices**\n\n \n\n**Board of Directors**\n\n \n\n**Duties of Directors**\n\n \n\nUnder Cayman Islands law, our\nboard of directors has the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers\nof our board of directors include, among others:\n\n \n\n \n●\nconvening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;\n\n \n \n \n\n \n●\ndeclaring dividends and distributions;\n\n \n \n \n\n \n●\nappointing officers and determining the term of office of the officers;\n\n \n \n \n\n \n●\nexercising the borrowing powers of our company and mortgaging the property of our company; and\n\n \n \n \n\n \n●\napproving the transfer of shares in our company, including the registration of such shares in our share register.\n\n \n\nUnder Cayman Islands law, all\nof our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they\nconsider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors\nalso have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise\nin comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles\nof association, as amended from time to time. Our company has the right to seek damages if a duty owed by any of our directors is breached.\n\n \n\n**Composition of Our Board of Directors**\n\n \n\nOur board of directors currently\nconsists of five directors. Our board of directors has determined that each of Qian Qu and Zhihua Chen is an “independent director”\nas defined under the Nasdaq rules. A director is not required to hold any of our shares to qualify to serve as a director.\n\n  \n\n**Terms of Directors and Executive Officers**\n\n \n\nEach of our directors holds office until the earliest\nto occur of (i) the expiration of his or her term as provided in his or her written agreement with the Company, if any, and the election\nor appointment of his or her successor, (ii) his or her resignation, or (iii) his or her removal in accordance with our amended and restated\narticles of association notwithstanding any agreement between him or her and the Company. All of our executive officers are appointed\nby and serve at the discretion of our board of directors.\n\n \n\n**Committees of Our Board of Directors**\n\n \n\nOur board of directors has established\nan audit committee, a compensation committee and a nomination and governance committee, which have the responsibilities and authority\nnecessary to comply with applicable Nasdaq and SEC rules. The audit committee is comprised of Qian Qu and Zhihua Chen. The compensation\ncommittee is comprised of Yiting Song and Zhihua Chen. The nomination and governance committee is comprised of Zhihua Chen and Yiting\nSong.\n\n \n\n94\n\n \n\n \n\n*Audit Committee*\n\n \n\nQian Qu and Zhihua Chen serve\nas members of the audit committee. Qian Qu serves as the chair of the audit committee. The audit committee members satisfy the independence\nrequirements of the Nasdaq rules and the independence standards of Rule 10A-3 under the Exchange Act. Our board of directors has determined\nthat Qian Qu possesses accounting or related financial management experience that qualifies her as an “audit committee financial\nexpert” as defined by the rules and regulations of the SEC and Nasdaq. The audit committee will oversee our accounting and financial\nreporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:\n\n \n\n \n●\nappointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n \n \n \n\n \n●\nreviewing with the independent auditors any audit problems or difficulties and management’s response;\n\n \n \n \n\n \n●\ndiscussing the annual audited financial statements with management and the independent auditors;\n\n \n \n \n\n \n●\nreviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;\n\n \n \n \n\n \n●\nreviewing and approving all proposed related party transactions;\n\n \n \n \n\n \n●\nmeeting separately and periodically with management and the independent auditors; and\n\n \n \n \n\n \n●\nmonitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\n* *\n\n**\n\n*Compensation Committee*\n\n \n\nYiting Song and Zhihua Chen serve\nas members of the compensation committee. Yiting Song serves as the chair of the compensation committee. Zhihua Chen satisfies the independence\nrequirements of the Nasdaq rules and the independence standards of Rule 10A-3 under the Exchange Act. The compensation committee will\nassist our board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to\nour directors and executive officers. Our chief executive officer shall not be present during voting or deliberations regarding his or\nher compensation. The compensation committee will be responsible for, among other things:\n\n  \n\n \n●\nreviewing and making recommendations to our board of directors regarding the salaries and other compensation of our executive officers;\n\n \n \n \n\n \n●\nreviewing and making recommendations to our board of directors regarding compensation of our directors;\n\n \n \n \n\n \n●\nreviewing and approving, or making recommendations to our board of directors, regarding, equity incentive plans, compensation plans and similar programs or arrangements; and\n\n \n \n \n\n \n●\nselecting, at its discretion, compensation consultants, legal counsel and other advisors.\n\n \n\n*Nomination and Governance Committee*\n\n \n\nZhihua Chen and Yiting Song serve\nas members of the nomination and governance committee. Zhihua Chen serves as the chair of the nomination and governance committee. Zhihua\nChen satisfies the independence requirements of the Nasdaq rules and the independence standards of Rule 10A-3 under the Exchange Act.\nThe nomination and governance committee will assist our board of directors in selecting individuals qualified to become our directors\nand in determining the composition of our board of directors and its committees. The nomination and governance committee will be responsible\nfor, among other things:\n\n \n\n95\n\n \n\n \n\n \n●\nrecommending nominees to our board of directors for election or re-election to our board of directors and for appointment to fill any vacancy on our board of directors;\n\n \n \n \n\n \n●\nreviewing periodically the composition of our board of directors and its committees;\n\n \n \n \n\n \n●\nrecommending directors to serve as members of the committees of our board of directors;\n\n \n \n \n\n \n●\nreviewing and recommending corporate governance principles applicable to us; and\n\n \n \n \n\n \n●\noverseeing evaluations of our board of directors, individual directors and the committees of our board of directors.\n\n \n\n **D. Employees**\n\n \n\nAs of December 31, 2025, we had\n48 full-time employees.\n\n \n\nNone of our employees are represented\nby a labor union or covered by a collective bargaining agreement. We have never experienced any employment related work stoppages, and\nwe consider our relations with our employees to be good.\n\n  \n\n**E. Share Ownership**\n\n \n\nThe following table sets forth\ninformation with respect to the beneficial ownership of our ordinary shares as of March 31, 2026 for:\n\n \n\n \n●\neach person known to us to beneficially own 5% or more of our outstanding ordinary shares;\n\n \n \n \n\n \n●\neach of our directors and executive officers; and\n\n \n \n \n\n \n●\nall of our directors and executive officers as a group.\n\n \n\nBeneficial ownership is determined\nin accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole\nor shared voting power or investment power with respect to those securities and include ordinary shares issuable upon the exercise of\noptions that are immediately exercisable or exercisable within 60 days of the date of this annual report. Percentage ownership calculations\nare based on 8,188,574 ordinary shares outstanding as of March 31, 2026.\n\n \n\nOn December 23, 2022, we issued\nthe 2022 CB in the aggregate principal amount of US$6.25 million. On the same date of the 2022 CB issuance, the 2022 CB Holder elected\nto convert the 2022 CB at the conversion price of US$0.5, representing the floor price of the conversion price, resulting in the issuance\nof 12.5 million ordinary shares. On October 4, we issued the 2022 CB Holder in the aggregate principal amount of $2.78 million, and on\nthe same day the 2022 CB Holder elected to convert the CB at the conversion price of US$0.5, representing the floor price of the conversion\nprice, resulting in the issuance of 5.55 million ordinary shares. On December 21, we issued the 2022 CB Holder in the aggregate principal\namount of $0.24 million, and on the same day the 2022 CB Holder elected to convert the CB at the conversion price of US$0.805, resulting\nin the issuance of 0.3 million ordinary shares. On December 27 and December 28, we issued the 2022 CB Holder in the aggregate principal\namount of $0.67 million, and on the same day the 2022 CB Holder elected to convert the CB at the conversion price of US$0.637, resulting\nin the issuance of an aggregate of 1,048,985 ordinary shares.\n\n \n\nOn February 28, 2023, we sold\n3,846,000 Units at a per Unit price of $1.30. Each Unit comprises: (1) one ordinary share, par value US$0.005 per share, and (2) 0.65\nof an Ordinary Share Warrant. In a concurrent private placement, we sold Private Warrants to purchase 2,884,500 ordinary shares.\n\n \n\nOn July 24, 2023, we sold an\naggregate of 88,105,727 ordinary shares, par value $0.025 per share, at $0.3405 per share, to certain accredited investors.\n\n \n\nOn August 3, 2023, we sold an\naggregate of 44,117,648 ordinary shares, par value $0.025 per share, at a purchase price per share of $0.34, to certain accredited investors.\n\n \n\n96\n\n \n\n \n\nOn December 22, 2023, we entered\ninto a securities purchase agreement with Fundex SPC-Fundora SP (“Fundex”), pursuant to which we may require Fundex to purchase\nup to $20,000,000 (the “Commitment Amount”) in ordinary shares plus 471,698 additional ordinary shares, par value $0.5 per\nshare, of the Company, over a term that will commence on December 22, 2023, and will end on the earlier of (i) December 31, 2024 (the\n“Commitment Date”); (ii) the date on which Fundex shall have made payment for ordinary shares equal to the Commitment Amount\n(the “Commitment Period”); or (iii) written notice of termination by the Company to the Investor pursuant to the SPA. On December\n26, 2023 based on the securities purchase agreement, we sold an aggregate of 1,720,000 ordinary shares, par value $0.5 per share, at a\npurchase price per share of $0.6887, to certain accredited investors.\n\n \n\nOn June 28, 2024 and July 31,\n2024, Infobird Co., Ltd entered into an equity acquisition agreement and an amendment to the equity acquisition agreement (the “Equity\nAcquisition Agreement”) with Shangri-La Trading Limited (the “Seller”), in a single transaction, to acquire 65% of the\nissued and outstanding equity of Pure Tech at closing. Pure Tech which in turn indirectly wholly controls Pinmu Century, a variable interest\nentity, and its subsidiaries, and Zhenxi Brand, a variable interest entity, and its subsidiaries. The aggregate purchase price for the\nequity acquisition was approximately $40.0 million, inclusive of transaction costs, and was funded using the cash on hand of $33 million\nand a promissory note of $7 million. The acquisition closed in November 2024.\n\n \n\nOn December 6, 2024, we entered\ninto an equity acquisition agreement with One One Business Limited, in a single transaction, to acquire 32% of the issued and outstanding\nequity of Pure Tech. The acquisition closed in December 2024. The Company paid $19.8 million in cash and issued a senior convertible note\nin the principal amount of US$5,953,095 (the “December 2024 Convertible Note”). The December 2024 Convertible Note includes\nan original issue discount of fifteen percent (15%) of the aggregate principal amount. After closing, the Company has become the legal\nand beneficial owner of 97% of the issued and outstanding equity of Pure Tech Global Limited. The December 2024 Convertible Note bears\nan interest at a rate of 5% per annum. The December 2024 Convertible Note will mature and be due and payable in full on the date that\nis twenty-four (24) months following the date of the December 2024 Convertible Note. At the option of the holder, the December 2024 Convertible\nNote shall be convertible into ordinary shares (“Conversion Shares”) of the Company. If the Company exercised its right to\nprepay the December 2024 Convertible Note, the Company shall make payment to the holder of an amount in cash equal to 115% (the “Prepayment\nPremium”) multiplied by the then outstanding balance of the December 2024 Convertible Note being prepaid. Subject to the approval\nset forth in the December 2024 Convertible Note, the holder has the right to convert all or any portion of the outstanding balance into\nthe ordinary shares of the Company, and the conversion price (the “Conversion Price”) should be calculated with a discount\nof forty percent (40%) of the lowest closing price of the last thirty (30) trading days immediately prior to the date of the conversion\nnotice, provided that the Conversion Price shall not be lower than US$0.4.\n\n \n\nExcept as otherwise indicated,\nall of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect\nto the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative\nof beneficial ownership for any other purpose.\n\n  \n\nExcept as otherwise indicated\nin the table below, addresses of our directors, executive officers and named beneficial owners are in care of Infobird Co., Ltd, Room\n706, 7/F, Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Central, Hong Kong.\n\n \n\nName of Beneficial Owners\n \nNumber of Shares Beneficially Owned\n \nPercentage of Shares Beneficially Owned\n\nDirectors and Executive Officers:\n \n \n \n \n \n \n \n \n\nXiangyang Wen\n \n \n—\n \n \n \n—\n \n\nYiting Song\n \n \n—\n \n \n \n—\n \n\nQian Qu(1)\n \n \n—\n \n \n \n—\n \n\nZhihua Chen\n \n \n—\n \n \n \n—\n \n\nCheuk Yee Li\n \n \n—\n \n \n \n—\n \n\nAll directors and executive officers as a group (5 persons)\n \n \n—\n \n \n \n—\n \n\n** **\n\n****\n\n97\n\n \n\n** **\n\n**F. Disclosure of Action to Recover Erroneously Awarded Compensation**"}