{"url_path":"/sec/pmnt/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1849221/0001493152-26-030418-index.html","accession_number":"0001493152-26-030418","cik":"0001849221","ticker":"PMNT","issuer_name":"Perfect Moment Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849221/0001493152-26-030418-index.html","primary_entity_key":"0001849221","primary_entity_name":"Perfect Moment Ltd."},"word_count":6809,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n \n\n**Director\nCompensation**\n\n \n\nDuring\nthe fiscal year ended March 31, 2026, we paid cash and equity-based compensation to our non-employee directors for their service on our\nboard of directors. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket\nexpenses incurred in attending board of directors and committee meetings.\n\n \n\nEach\nnon-employee director receives an annual compensation package consisting of (i) a cash retainer of $25,000 and (ii) an annual equity\ngrant with a value of $25,000, awarded in the form of stock options or RSUs at the discretion of the board.\n\n \n\nAs\nof March 31, 2026, our non-employee directors held 90,396 outstanding options and 95,109 unvested RSUs. Jane Gottschalk, our\nPresident and Chief Creative Officer, who served as a non-employee director until August 2022, held 68,172 vested options as of that\ndate. Max Gottschalk, our Executive Director and Chairman from May 1, 2025, who served as a non-employee director until April 30,\n2025, held 50,000 options, of which 12,500 were vested and exercisable as of March 31, 2026.\n\n \n\nWe\nhave implemented a compensation plan for our non-employee directors, such that non-employee directors will receive an annual cash retainer\nand/or an annual grant of stock options or RSUs. Our committee chairpersons will not receive certain additional retainer fees. Our directors\nwho are also our employees or officers will not receive any compensation specifically related to their activities as directors, other\nthan reimbursement for expenses incurred in connection with their attendance at meetings.\n\n \n\n45\n\n \n\n \n\nCompensation\nto our board of directors will be reviewed annually, and changes will be recommended by the compensation committee and approved by our\nboard of directors.\n\n \n\n**Director\nCompensation Table**\n\n \n\nThe\nfollowing table discloses the cash fees, bonuses and stock awards and total compensation earned, paid or awarded to each of our non-employee\ndirectors during the fiscal year ended March 31, 2026. Columns disclosing compensation under the headings “Non-Equity Incentive\nPlan Compensation,” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” are not included\nbecause no compensation in these categories was awarded to, earned by or paid to our non-employee directors in the fiscal year ended\nMarch 31, 2026. The dollar amounts shown are in U.S. dollars. The amounts originally in British pounds were converted to U.S. dollars\nfor this table using the average of the average exchange rates for each fiscal month during the applicable fiscal year.\n\n \n\n**Name(1)** \nFees\nEarned\nor Paid\nin Cash\n($)  \nOption Repurchase Excess\n($)  \n\n**Option/RSU**\n\n**Awards**\n\n**($)**\n  \nTotal\n($) \n\nMax Gottschalk \n$15,764  \n$-  \n$-  \n$15,764(2) \n\nTracy Barwin \n$26,042  \n$7,417  \n$25,000  \n$58,458(3) \n\nAndre Keijsers \n$31,250  \n$7,417  \n$41,041  \n$79,708(3) \n\nBerndt Hauptkorn \n$31,250  \n$6,181  \n$25,000  \n$62,431(3) \n\nTim Nixdorff \n$31,250  \n$6,181  \n$25,000  \n$62,431(3) \n\nAdam Epstein \n$22,917  \n$-  \n$25,000  \n$47,917(3) \n\n \n\n(1)\nChath\nWeerasinghe, Chief Financial Officer, Jane Gottschalk, Director and President, Chief Creative Officer, and Max Gottschalk, Executive\nDirector and Chairman from May 1, 2025, are not included in this table for the period from May 1, 2025 onwards, as they were serving\nin executive capacities and thus their compensation for that period is disclosed in the section entitled “Executive\nCompensation – Summary Compensation Table” appearing elsewhere in this Annual Report. The amount reported for Mr.\nGottschalk in this table reflects only his director fees earned prior to his transition to Executive Director on May 1,\n2025.\n\n \n \n\n(2)\nThe\namount reported for Mr. Gottschalk represents a one-time fee of £12,000 paid in April 2025 in his capacity as a non-employee\ndirector, converted to U.S. dollars using the average exchange rate for April 2025.\n\n \n \n\n(3)\nThe\namounts reported for Ms. Barwin, Mr. Keijsers, Mr. Hauptkorn, Mr. Nixdorff, and Mr. Epstein represent their director fees for the\nfiscal year ended March 31, 2026.\n\n \n \n\n(4)\nDuring\nthe fiscal year ended March 31, 2026, the Company repurchased stock options from certain non-employee directors at a fair market\nvalue of $0.2857 per option. The Black-Scholes value of the options at the time of repurchase was $0.114 per option. The excess of\nthe repurchase price over the Black-Scholes value, representing $0.1717 per option, has been included in the table above as additional\ncompensation. The number of options repurchased were 43,200 for Ms. Barwin, 43,200 for Mr. Keijsers, 36,000 for Mr. Hauptkorn, and\n36,000 for Mr. Nixdorff.\n\n \n \n\n(5)\nMark\nBuckley ceased serving as Chief Executive Officer of the Company on January 31, 2025, and continued to serve as a member of the Board\nof Directors until the Annual General Meeting held on January 15, 2026, at which time he did not stand for re-election. Mr. Buckley\ndid not receive any director compensation during the fiscal year ended March 31, 2026.\n\n \n\n*Consulting\nAgreements*\n\n \n\nMax\nGottschalk\n\n \n\nWe,\nthrough PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance\nwith its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £12,000 per month. These\namounts are in lieu of any other cash payments or equity awards Mr. Gottschalk may otherwise have been entitled to receive as a member\nof our board of directors.\n\n \n\n46\n\n \n\n \n\n*Independent\nDirector Compensation*\n\n \n\nEffective\nJuly 1, 2025, the Company revised its non-employee director compensation structure. Under the revised arrangement, each independent director\nreceives a total annual compensation of $50,000, comprising $25,000 payable in cash in monthly installments and $25,000 payable in the\nform of stock options or RSU awards. This revised structure applied to all independent directors, including Adam Epstein who joined the\nBoard on June 1, 2025. Prior to July 1, 2025, independent directors received an annual cash fee of $50,000 payable in monthly installments,\nin addition to equity awards granted pursuant to their respective Independent Director Agreements. We have entered into a standard indemnification\nagreement with each of our independent directors and reimburse pre-approved business expenses incurred in connection with their service\non the Board.\n\n \n\n*Andre\nKeijsers*\n\n \n\nOn\nSeptember 15, 2023, we entered into an Independent Director Agreement with Mr. Keijsers, under which he initially received an annual\ncash fee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021\nPlan. On March 5, 2024, he received an additional grant of 13,200 options. All options vest annually over four years from the agreement\ndate and have a five-year term, subject to continued service and the terms of the applicable plan and award agreements. On September\n18, 2025, the Company granted Mr. Keijsers an additional 40,000 options in recognition of his role as Chairman of the Audit, Compensation,\nand Nominating and Corporate Governance Committees. Of these options, 20,000 vested immediately on September 18, 2025, with the remainder\nvesting in equal installments of 2,500 shares on October 1, 2025, January 1, April 1, July 1, and October 1, 2026, and January 1, April\n1, and July 1, 2027. During the fiscal year ended March 31, 2026, the Company repurchased 43,200 of Mr. Keijsers’ stock options\nat a fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.\n\n \n\n*Berndt\nHauptkorn*\n\n \n\nOn\nSeptember 15, 2023, we entered into an Independent Director Agreement with Mr. Hauptkorn, under which he initially received an annual\ncash fee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021\nPlan. On March 5, 2024, he received an additional grant of 6,000 options. Option terms, vesting, and other conditions are consistent\nwith those described above. During the fiscal year ended March 31, 2026, the Company repurchased 36,000 of Mr. Hauptkorn’s stock\noptions at a fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.\n\n* *\n\n*Tim\nNixdorff*\n\n \n\nOn\nJanuary 18, 2024, we entered into an Independent Director Agreement with Mr. Nixdorff, under which he initially received an annual cash\nfee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.\nOn March 5, 2024, he received an additional grant of 6,000 options. Option terms, vesting, and other conditions are consistent with those\ndescribed above. During the fiscal year ended March 31, 2026, the Company repurchased 36,000 of Mr. Nixdorff’s stock options at\na fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase.\n\n \n\n*Tracy\nBarwin*\n\n \n\nOn\nOctober 23, 2023, we entered into an Independent Director Agreement with Ms. Barwin, under which she initially received an annual cash\nfee of $50,000 (payable in monthly installments) and was granted options to purchase 30,000 shares of common stock under the 2021 Plan.\nOn March 5, 2024, she received an additional grant of 13,200 options. Option terms, vesting, and other conditions are consistent with\nthose described above. During the fiscal year ended March 31, 2026, the Company repurchased 43,200 of Ms. Barwin’s stock options\nat a fair market value of $0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase. Ms. Barwin\nserved as a director until the Annual General Meeting held on January 15, 2026, at which time she was not proposed for re-election by\nthe Company.\n\n \n\n47\n\n \n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nfollowing table sets forth, for each non-employee director, certain information concerning outstanding equity awards as of March 31,\n2026:\n\n \n\n  \nOption Awards  \nStock Awards \n\nName \nGrant\nDate \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nExercisable  \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nUnexercisable  \nOption\nExercise\nPrice\n($)  \nOption\nExpiration\nDate  \nNumber of\nShares or\nUnits of Stock\nThat Have Not\nVested\n(#)  \nMarket\nValue of\nShares or\nUnits of Stock\nThat Have Not\nVested\n($)(1)  \nEquity Incentive\nPlan Awards:\nNumber of\nUnearned Shares,\nUnits or Other\nRights That Have\nNot Vested\n(#)  \nEquity Incentive\nPlan Awards:\nMarket or Payout\nValue of Unearned\nShares, Units or\nOther Rights That\nHave Not Vested\n($)(1) \n\nAndre Keijsers \n9/18/2025 \n 25,000  \n 15,000  \n$0.48  \n 9/17/2035  \n —  \n —  \n —  \n — \n\n  \n10/1/2025 \n 32,698  \n 33,060  \n$0.46  \n 9/30/2036  \n —  \n —  \n —  \n — \n\nBerndt Hauptkorn \n10/1/2025 \n —  \n —  \n —  \n —  \n 27,174  \n$7,038  \n —  \n — \n\nTim Nixdorff \n10/1/2025 \n —  \n —  \n —  \n —  \n 27,174  \n$7,038  \n —  \n — \n\nAdam Epstein \n10/1/2025 \n 32,698  \n 33,060  \n$0.46  \n 1/1/2036  \n —  \n —  \n —  \n — \n\n \n\n(1)\nMarket\nvalue calculated based on the closing price of the Company’s common stock on March 31, 2026 of $0.259 per share.\n\n \n \n\n(2)\nOptions\nvest as follows: 20,000 options vested on September 18, 2025. Thereafter, options vest in installments of 2,500 shares on October\n1, 2025, January 1, April 1, July 1, and October 1, 2026, and January 1, April 1, and July 1, 2027.\n\n \n \n\n(3)\nOptions\nvest as follows: 16,440 options on December 31, 2025 and March 31, 2026, and 16,439 options on June 30, 2026 and September 30, 2026.\n\n \n \n\n(4)\nRepresents\nunvested RSUs granted on October 1, 2025. The RSUs vest quarterly: 13,587 shares on December 31, 2025, 13,587 on March 31, 2026,\n13,587 on June 30, 2026, and 13,587 on September 30, 2026.\n\n \n \n\n(5)\nTracy\nBarwin ceased to serve as a non-employee director effective January 15, 2026. Her remaining 40,761 unvested RSUs were forfeited upon\nher departure.\n\n** **\n\n48\n\n \n\n** **\n\n**Executive\nCompensation**\n\n \n\n**Named\nExecutive Officers**\n\n \n\nFor\nthe fiscal year ended March 31, 2026, our named executive officers (“Named Executive Officers”) include the following individuals\nwho held executive roles during the year:\n\n \n\n●\n**Jane\nGottschalk**, who was appointed President of the Company effective February 3, 2025, and also continues to serve as our Chief Creative\nOfficer.\n\n●\n**Chathura\nWeerasinghe**, who was appointed Chief Financial Officer and Chief Operating Officer effective February 3, 2025.\n\n●\n\n**Max\nGottschalk,**who was appointed Executive Director effective May 1, 2025, and also continues to serve as Chairman of the Board\n\n****\n\n \n\nThese\nindividuals are collectively referred to as our Named Executive Officers for the purposes of this Annual Report.\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing table summarizes the compensation of our Named Executive Officers during the fiscal year ended March 31, 2026.\n\n \n\nThe\ndollar amounts shown are in U.S. dollars. The amounts originally in British pounds were converted to U.S. dollars for this table using\nthe average of the average exchange rates for each fiscal month during the applicable fiscal year.\n\n \n\nName and Principal Position \n\n**Fiscal**\n\n**Year**\n  \nSalary ($)  \nBonus ($)  \nStock Awards ($)  \nOption Awards ($)  \nAll Other Compensation ($)  \n\n**Total**\n\n**($)**\n \n\n  \n   \n   \n   \n   \n   \n   \n  \n\nJane Gottschalk \n 2026  \n 268,058  \n -  \n 120,250(11)  \n -  \n -  \n 388,308 \n\nJane Gottschalk \n 2025  \n 257,921(1)  \n -  \n -  \n -  \n -  \n 257,921 \n\nChief Creative Officer \n 2024  \n 251,380(2)  \n 187,916(2)  \n -  \n 1,054,668(9)  \n -  \n 1,493,964 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nChath Weerasinghe \n 2026  \n 419,153  \n -  \n 120,250  \n -  \n -  \n 539,403 \n\nChath Weerasinghe \n 2025  \n 64,480(10)  \n 20,000(10)  \n 240,000(10)  \n    \n    \n 324,480 \n\nChief Financial Officer (from Feb. 3, 2025) \n    \n    \n    \n    \n    \n    \n   \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nMax Gottschalk \n 2026  \n 276,441  \n    \n 96,200  \n    \n 8,585  \n 381,226 \n\nExecutive Director & Chairman of the Board \n    \n    \n    \n    \n    \n    \n   \n\n \n\n(1)\nReflects\nactual earnings for the fiscal year ended March 31, 2025.\n\n(2)\nReflects\nactual earnings for the fiscal year ended March 31, 2024.\n\n(3)\nOn\nFebruary 12, 2024, we paid a bonus for the successful initial public offering and listing on NYSE American.\n\n(6)\nReflects\nactual earnings for the fiscal year ended March 31, 2023, which may differ from approved 2023 base salary due to start date.\n\n(7)\nReflects\nactual earnings for the fiscal year ended March 31, 2024, which may differ from approved 2023 base salary due to start date.\n\n(8)\nOn\nMarch 5, 2024, we granted Mr. Clayborne a stock option to purchase up to 300,000 shares of our common stock pursuant to his employment\nagreement at an exercise price of $4.10 per share. The options were forfeited upon his termination on January 31, 2025.\n\n(9)\nOn\nMarch 5, 2024, we granted Ms. Gottschalk a stock option to purchase up to 300,000 shares of our common stock at an exercise price\nof $4.10 per share. The option is not currently vested and will vest equally over four years from July 18, 2023, and will expire\non March 4, 2029.\n\n(10)\nOn\nFebruary 3, 2025, we entered into an employment agreement with Mr. Weerasinghe for his service as Chief Financial Officer and Chief\nOperating Officer, which provides for a base salary of £300,000 per year and a sign-on bonus of £20,000 paid on his start\ndate. He is eligible for a performance bonus of up to 50% of base salary. On February 3, 2025, we granted Mr. Weerasinghe 300,000\nRSUs under the 2021 Equity Incentive Plan at a grant date fair value of $0.80 per unit. The RSUs will vest as follows: 75,000 on\nthe first anniversary of the grant date, and 18,750 quarterly thereafter over three years, subject to continued service.\n\n(11)\nReflects\nRSUs granted during the fiscal year ended March 31, 2026. In December 2024, the Board approved the grant of 300,000 RSUs under the\n2021 Equity Incentive Plan at a grant date fair value of $1.12 per RSU, with a four-year annual vesting schedule beginning October\n20, 2024. On September 18, 2025, the Company granted Ms. Gottschalk an additional 250,000 RSUs at a grant date fair value of $0.48\nper RSU, vesting quarterly over four years with the first vesting on December 31, 2025.\n\n(12)\nThe\namount reported represents the excess of the repurchase price over the Black-Scholes value of stock options repurchased by the Company\nfrom Mr. Gottschalk during the fiscal year ended March 31, 2026. The Company repurchased 50,000 options at a fair market value of\n$0.2857 per option, compared to a Black-Scholes value of $0.114 per option at the time of repurchase. The excess of $0.1717 per option\nhas been treated as additional compensation.\n\n \n\n49\n\n \n\n \n\n**Employment\nAgreements**\n\n \n\n**Named\nExecutive Officers**\n\n \n\n*Jane\nGottschalk*\n\n \n\nOn\nSeptember 7, 2022, we entered into an employment agreement with Ms. Gottschalk through PMUK for her role as Chief Creative Officer, effective\nSeptember 1, 2022. She receives an annual base salary of £200,000 and was eligible for a £50,000 guaranteed bonus on her\nfirst anniversary, which she waived. Future bonuses are performance-based.\n\n \n\nOn\nFebruary 3, 2025, the Board appointed Ms. Gottschalk President of the Company in addition to her ongoing role as Chief Creative Officer,\nand she currently serves as President and Chief Creative Officer. In December 2024, the Board approved the cancellation of Ms. Gottschalk’s\n300,000 stock options and granted her 300,000 RSUs under the 2021 Equity Incentive Plan, with a grant date fair value of $1.12 per RSU\nand a four-year annual vesting schedule beginning October 20, 2024.\n\nOn\nSeptember 18, 2025, the Company granted Ms. Gottschalk an additional 250,000 RSUs under the 2021 Equity Incentive Plan at a grant date\nfair value of $0.48 per RSU, vesting quarterly over four years with the first vesting on December 31, 2025.\n\nThe\nagreement may be terminated by either party with three months’ notice or by the Company with immediate effect upon payment in lieu\nof notice. The Company may also terminate without notice for cause, including material breach, gross misconduct, or dishonesty. Ms. Gottschalk\nis subject to 12-month post-termination non-solicitation restrictions.\n\n* *\n\n*Chath\nWeerasinghe - Chief Financial Officer (from Feb. 3, 2025)*\n\n \n\nOn\nFebruary 3, 2025, the Company entered into an employment agreement with Chath Weerasinghe for his service as Chief Financial Officer\nand Chief Operating Officer of the Company.\n\n \n\nThe\nterms of Mr. Weerasinghe’s employment agreement provide for a base salary of £300,000 per year and allow for a performance\nbonus of up to 50% of his annual salary, subject to achieving certain performance targets. Additionally, per the terms of the employment\nagreement, Mr. Weerasinghe received a sign-on bonus of £20,000, paid on his start date of February 3, 2025. Mr. Weerasinghe is\nentitled to participate in the Company’s 2021 Equity Incentive Plan, with 300,000 restricted stock units granted as of his start\ndate at a grant date fair value of $0.80 per RSU. The RSUs vest over a period of four years, with 75,000 RSUs vesting on the twelve-month\nanniversary of the start date and the remaining RSUs vesting quarterly over three years at 18,750 RSUs per quarter, subject to continued\nservice.\n\n \n\nOn\nSeptember 18, 2025, the Company granted Mr. Weerasinghe an additional 250,000 RSUs under the 2021 Equity Incentive Plan at a grant date\nfair value of $0.48 per RSU, vesting quarterly over four years with the first vesting on December 31, 2025, subject to continued service.\n\n \n\n*Max\nGottschalk — Executive Director (from May 1, 2025) and Chairman of the Board*\n\n* *\n\nEffective\nMay 1, 2025, the Company entered into a consulting agreement with Max Gottschalk for his service as Executive Director and Chairman of\nthe Board of the Company. Under the terms of the consulting agreement, Mr. Gottschalk receives a monthly fee of CHF 20,080.15 for services\nrendered in his executive capacity. The compensation payable under the consulting agreement is in lieu of any other cash payments or\nequity awards Mr. Gottschalk may otherwise have been entitled to receive as a member of the board of directors. Prior to May 1, 2025,\nMr. Gottschalk served as a non-employee director under a separate consulting agreement dated May 15, 2019, pursuant to which he received\na monthly fee of £12,000.\n\n \n\nDuring\nthe fiscal year ended March 31, 2026, the Company granted Mr. Gottschalk 200,000 RSUs under the 2021 Equity Incentive Plan, with a grant\ndate of September 18, 2025, vesting quarterly over four years with the first vesting on December 31, 2025. The consulting agreement may\nbe terminated by either party in accordance with its terms.\n\n \n\n50\n\n \n\n \n\n**2021\nEquity Incentive Plan**\n\n \n\nThe\nboard of directors and stockholders adopted our 2021 Equity Incentive Plan on August 24, 2021. Our 2021 Equity Incentive Plan, as amended\n(the “2021 Plan”), provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue\nCode of 1986, as amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and\nfor the grant of non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance units, and performance shares\nto our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants. As of March\n31, 2026, there were 4,799,957 shares of our common stock granted or available for grant under the 2021 Plan of which 2,918,944 are allocated\nto employees and consultants (vested and non-vested), 480,212 are allocated to Directors (vested and non-vested), and 1,400,801 were\nunallocated.\n\n \n\n*Authorized\nShares*\n\n \n\nThe\nnumber of shares of our common stock available for issuance under the 2021 Plan also includes an annual increase on the first day of\neach fiscal year beginning with the fiscal year ending March 31, 2026 and ending on (and including) the fiscal year ending March 31,\n2031, in an amount equal to the least of:\n\n \n\n \n●\n\n500,000\nshares of our common stock; or\n\n \n \n \n\n \n●\n\nsuch\nnumber of shares of our common stock as the administrator may determine.\n\n \n\nIf\nan award granted under the 2021 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant\nto an exchange program or, with respect to restricted stock, RSUs, performance units, or performance shares, is forfeited to, or repurchased\nby, us due to failure to vest, then the unpurchased shares (or for awards other than stock options or stock appreciation rights, the\nforfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the 2021 Plan (unless\nthe 2021 Plan has terminated). With respect to stock appreciation rights, only the net shares actually issued will cease to be available\nunder the 2021 Plan and all remaining shares under stock appreciation rights will remain available for future grant or sale under the\n2021 Plan (unless the 2021 Plan has terminated). Shares that actually have been issued under the 2021 Plan under any award will not be\nreturned to the 2021 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, RSUs, performance shares,\nor performance units are repurchased or forfeited to us due to failure to vest, such shares will become available for future grant under\nthe 2021 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award will\nbecome available for future grant or sale under the 2021 Plan. To the extent an award is paid out in cash rather than shares, the cash\npayment will not result in a reduction in the number of shares available for issuance under the 2021 Plan.\n\n*Plan\nAdministration*\n\n \n\nThe\nboard of directors or one or more committees appointed by the board of directors will administer the 2021 Plan. In addition, if we determine\nit is desirable to qualify transactions under the 2021 Plan as exempt under Rule 16b-3, such transactions will be structured with the\nintent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the 2021 Plan, the administrator\nhas the power to administer the 2021 Plan and make all determinations deemed necessary or advisable for administering the 2021 Plan,\nincluding the power to determine the fair market value of our common stock, select the service providers to whom awards may be granted,\ndetermine the number of shares covered by each award, approve forms of award agreement for use under the 2021 Plan, determine the terms\nand conditions of awards (including the exercise price, the time or times when the awards may be exercised, any vesting acceleration\nor waiver of forfeiture restrictions, and any restriction or limitation regarding any award or the shares relating thereto), construe\nand interpret the terms of the 2021 Plan and awards granted under it, prescribe, amend, and rescind rules and regulations relating to\nthe 2021 Plan, including creating sub-plans, and modify or amend each award, including the discretionary authority to extend the post-termination\nexercisability period of awards (provided that no option or stock appreciation right will be extended past its original maximum term),\ntemporarily suspend the exercisability of an award if the administrator deems such suspension to be necessary or appropriate for administrative\npurposes, and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to\nsuch participant under an award. The administrator may institute and determine the terms of an exchange program under which (i) outstanding\nawards are surrendered or cancelled in exchange for awards of the same type (which may have a higher or lower exercise price or different\nterms), awards of a different type and/or cash, (ii) participants would have the opportunity to transfer any outstanding awards to a\nfinancial institution or other person or entity selected by the administrator, and/or (iii) the exercise price of an outstanding award\nis increased or reduced. The administrator’s decisions, determinations, and interpretations are final and binding on all participants.\n\n \n\n*Stock\nOptions*\n\n \n\nStock\noptions may be granted under the 2021 Plan in such amounts as the administrator will determine in accordance with the terms of the\n2021 Plan. The exercise price of options granted under the 2021 Plan must at least be equal to the fair market value of our common\nstock on the date of grant. The term of an option will be stated in the award agreement, and in the case of an incentive stock\noption, may not exceed 10 years. With respect to any participant who owns stock representing more than 10% of the voting power of\nall classes of our outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years\nand the exercise price must equal at least 110% of the fair market value on the date of grant. The administrator will determine the\nmethods of payment of the exercise price of an option, which may include cash, shares, or other property acceptable to the\nadministrator, as well as other types of consideration permitted by applicable law. After a participant ceases to provide service as\nan employee, director, or consultant, he or she may exercise his or her option for the period of time stated in his or her award\nagreement. In the absence of a specified time in an award agreement, if the cessation of service is due to death or disability, the\noption will remain exercisable for 12 months. In all other cases, in the absence of a specified time in an award agreement, the\noption will remain exercisable for three months following the cessation of service. An option may not be exercised later than the\nexpiration of its term. Subject to the provisions of the 2021 Plan, the administrator determines the other terms of\noptions.\n\n* *\n\n*Stock\nAppreciation Rights*\n\n \n\nStock\nappreciation rights may be granted under the 2021 Plan. Stock appreciation rights allow the recipient to receive the appreciation in\nthe fair market value of our common stock between the exercise date and the date of grant. Stock appreciation rights will expire upon\nthe date determined by the administrator and set forth in the award agreement. After a participant ceases to provide service as an employee,\ndirector, or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her award\nagreement. In the absence of a specified time in an award agreement, if cessation of service is due to death or disability, the stock\nappreciation rights will remain exercisable for 12 months. In all other cases, in the absence of a specified time in an award agreement,\nthe stock appreciation rights will remain exercisable for three months following the cessation of service. However, in no event may a\nstock appreciation right be exercised later than the expiration of its term. Subject to the provisions of the 2021 Plan, the administrator\ndetermines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased\nappreciation in cash, shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to\nbe issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the\ndate of grant.\n\n \n\n51\n\n \n\n \n\n*Restricted\nStock*\n\n \n\nRestricted\nstock may be granted under the 2021 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with\nterms and conditions established by the administrator (if any). The administrator will determine the number of shares of restricted stock\ngranted to any employee, director, or consultant, and, subject to the provisions of the 2021 Plan, will determine any terms and conditions\nof such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator\nmay set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the\nadministrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted\nstock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless\nthe administrator provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.\n\n \n\n*Restricted\nStock Units*\n\n \n\nRSUs\nmay be granted under the 2021 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of\nour common stock. Subject to the provisions of the 2021 Plan, the administrator determines the terms and conditions of RSUs, including\nthe vesting criteria, and the form and timing of payment. The administrator may set vesting criteria based upon the achievement of company-wide,\ndivisional, business unit, or individual goals (including continued employment or service), applicable federal or state securities laws,\nor any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may pay earned RSUs\nin the form of cash, in shares, or in some combination thereof. Notwithstanding the foregoing, the administrator, in its sole discretion,\nmay reduce or waive any vesting criteria that must be met to receive a payout.\n\n \n\n*Performance\nUnits and Performance Shares*\n\n \n\nPerformance\nunits and performance shares may be granted under the 2021 Plan. Performance units and performance shares are awards that will result\nin a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The\nadministrator will establish performance objectives or other vesting provisions in its discretion, which, depending on the extent to\nwhich they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants.\nThe administrator may set performance objectives based upon the achievement of company-wide, divisional, business unit, or individual\ngoals (including continued employment or service), applicable federal or state securities laws, or any other basis determined by the\nadministrator in its discretion. After the grant of a performance unit or performance share, the administrator, in its sole discretion,\nmay reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares. Performance\nunits will have an initial dollar value established by the administrator on or prior to the date of grant. Performance shares will have\nan initial value equal to the fair market value of our common stock on the date of grant. The administrator, in its sole discretion,\nmay pay earned performance units or performance shares in the form of cash, in shares, or in some combination thereof.\n\n* *\n\n*Non-Employee\nDirectors*\n\n \n\nThe\n2021 Plan provides that all outside (non-employee) directors will be eligible to receive all types of awards (except for incentive stock\noptions) under the 2021 Plan. In order to provide a maximum limit on the awards that can be made to tour non-employee directors, the\n2021 Plan provides that in any given fiscal year, a non-employee director may not be paid, issued, or granted equity awards (including\nawards issued under the 2021 Plan) with an aggregate value (the value of which will be based on their grant date fair value determined\nin accordance with U.S. generally accepted accounting principles) and any other compensation (including without limitation any cash retainers\nor fees) that, in the aggregate, exceed $500,000 (excluding awards or other compensation paid or provided to him or her as a consultant\nor employee). The maximum limits do not reflect the intended size of any potential grants or a commitment to make grants to our outside\ndirectors under the 2021 Plan in the future.\n\n \n\n*Non-Transferability\nof Awards*\n\n \n\nUnless\nthe administrator provides otherwise, the 2021 Plan generally does not allow for the transfer of awards and only the recipient of an\naward may exercise an award during his or her lifetime. If the administrator makes an award transferable, such award will contain such\nadditional terms and conditions as the administrator deems appropriate.\n\n \n\n*Certain\nAdjustments*\n\n \n\nIn\nthe event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits intended\nto be made available under the 2021 Plan, the administrator will adjust the number and class of shares that may be delivered under the\n2021 Plan and/or the number, class, and price of shares covered by each outstanding award, and the numerical share limits set forth in\nthe 2021 Plan.\n\n \n\n52\n\n \n\n \n\n*Dissolution\nor Liquidation*\n\n \n\nIn\nthe event of our proposed dissolution or liquidation, the administrator will notify participants as soon as practicable prior to the\neffective date of such proposed transaction and all awards will terminate immediately prior to the consummation of such proposed transaction.\n\n \n\n*Merger\nor Change in Control*\n\n \n\nThe\n2021 Plan provides that in the event of our merger with or into another corporation or entity or a change in control (as defined in the\n2021 Plan), each outstanding award will be treated as the administrator determines, including, without limitation, that (i) awards will\nbe assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof)\nwith appropriate adjustments as to the number and kind of shares and prices, (ii) upon written notice to a participant, that the participant’s\nawards will terminate upon or immediately prior to the consummation of such merger or change in control, (iii) outstanding awards will\nvest and become exercisable, realizable, or payable, or restrictions applicable to an award will lapse, in whole or in part, prior to\nor upon consummation of such merger or change in control and, to the extent the administrator determines, terminate upon or immediately\nprior to the effectiveness of such merger or change in control, (iv) (A) the termination of an award in exchange for an amount of cash\nand/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s\nrights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the\ntransaction the administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization\nof the participant’s rights, then such award may be terminated by us without payment), or (B) the replacement of such award with\nother rights or property selected by the administrator in its sole discretion, or (v) any combination of the foregoing. The administrator\nwill not be obligated to treat similarly all awards, all awards a participant holds, all awards of the same type, or all portions of\nawards.\n\n \n\nIn\nthe event that the successor corporation does not assume or substitute for the award (or portions thereof), the participant will fully\nvest in and have the right to exercise all of his or her outstanding options and stock appreciations rights (or portions thereof) that\nis not assumed or substituted for, all restrictions on restricted stock, RSUs, performance shares, and performance units (or portions\nthereof) not assumed or substituted for will lapse, and, with respect to such awards with performance-based vesting (or portions thereof)\nnot assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and\nall other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable award agreement or other\nwritten agreement between the participant and us or any parent or subsidiary. Additionally, in the event an option or stock appreciation\nright (or portions thereof) is not assumed or substituted for in the event of a merger or change in control, the administrator will notify\neach participant in writing or electronically that the option or stock appreciation right (or its applicable portion), as applicable,\nwill be exercisable for a period of time determined by the administrator in its sole discretion, and the option or stock appreciation\nright (or its applicable portion), as applicable, will terminate upon the expiration of such period.\n\n \n\nWith\nrespect to awards granted to an outside director, in the event of a change in control, the outside director’s options and stock\nappreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and\nRSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting requirements for\nhis or her performance shares and units will be deemed achieved at 100% of target levels and all other terms and conditions met, in all\ncases, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant\nand us or any parent or subsidiary.\n\n \n\nThe\nfollowing table sets forth, for each executive officer, certain information concerning outstanding equity awards as of March 31, 2026:\n\n \n\n  \nOption Awards  \nStock Awards \n\nName \nGrant\nDate \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nExercisable  \nNumber of\nSecurities\nUnderlying\nUnexercised\nOptions (#)\nUnexercisable  \nOption\nExercise\nPrice\n($)  \nOption\nExpiration\nDate  \nNumber of\nShares or\nUnits of Stock\nThat Have Not\nVested\n(#)  \nMarket\nValue of\nShares or\nUnits of Stock\nThat Have Not\nVested\n($)(1)  \nEquity Incentive\nPlan Awards:\nNumber of\nUnearned Shares,\nUnits or Other\nRights That Have\nNot Vested\n(#)  \nEquity Incentive\nPlan Awards:\nMarket or Payout\nValue of Unearned\nShares, Units or\nOther Rights That\nHave Not Vested\n($)(1) \n\nMax Gottschalk \n9/18/2025 \n —  \n —  \n —  \n —  \n 175,000  \n$45,325  \n —  \n — \n\nJane Gottschalk \n10/20/2024 \n —  \n —  \n —  \n —  \n 225,000  \n$58,275  \n —  \n — \n\n  \n9/18/2025 \n —  \n —  \n —  \n —  \n 218,750  \n$56,656  \n —  \n — \n\n  \n8/24/2021 \n 68,172  \n —  \n$3.50  \n 7/1/2026  \n —  \n —  \n —  \n — \n\nChath Weerasinghe \n2/3/2025 \n —  \n —  \n —  \n —  \n 225,000  \n$58,275  \n —  \n — \n\n  \n9/18/2025 \n —  \n —  \n —  \n —  \n 218,750  \n$56,656  \n —  \n — \n\n \n\n(1)\nMarket\nvalue calculated based on the closing price of the Company’s common stock on March 31, 2026 of $0.259 per share.\n\n(2)\nRepresents\n175,000 unvested RSUs granted under the X3 deal on September 18, 2025. These RSUs vest quarterly over four years, with the first\nvesting on December 31, 2025.\n\n(3)\nRepresents\nunvested RSUs granted on October 20, 2024. These RSUs vest over 3 years with a cliff vesting schedule beginning October 20, 2024.\n\n(4)\nRepresents\nunvested RSUs granted under the X3 deal on September 18, 2025. These RSUs vest quarterly over four years, with the first vesting\non December 31, 2025.\n\n(5)\nRepresents\n68,172 fully vested but unissued stock options.\n\n(6)\nRepresents\nunvested RSUs granted on February 3, 2025. 25% (75,000) vest on the 12-month anniversary of the grant date (February 3, 2026) and\nthe remaining 75% vest quarterly over the remaining 3 years in installments of 18,750 RSUs.\n\n(7)\nRepresents\nunvested RSUs granted under the X3 deal on September 18, 2025. These RSUs vest quarterly over four years, with the first vesting\non December 31, 2025.\n\n \n\n53\n\n \n\n \n\n*Clawback\nPolicy*\n\n \n\nAwards\nare subject to the Company’s clawback policy, which was adopted on January 19, 2024 pursuant to Section 811 of the NYSE American\nCompany Guide, Section 10D of the Exhchange Act, and Rule 10D-1 promulgated under the Exchange Act (the “Clawback Policy”).\nThe Clawback Policy requires us to recoup incentive-based compensation from current and former executive officers in the event of an\naccounting restatement, subject to certain exceptions set forth in the policy. In addition, our board of directors, acting as the administrator\nof the Clawback Policy (such administrator to be the Compensation Committee if so designated by the board of directors) also may specify\nin an award agreement that the participant’s rights, payments, and benefits with respect to an award will be subject to reduction,\ncancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. The administrator\nof the Clawback Policy may require a participant to forfeit, return, or reimburse us all or a portion of the award and any amounts paid\nunder the award pursuant to the terms of the Clawback Policy or applicable laws.\n\n \n\n*Amendment;\nTermination*\n\n \n\nThe\nadministrator has the authority to amend, alter, suspend, or terminate the 2021 Plan provided such action does not materially impair\nthe existing rights of any participant. The 2021 Plan will automatically terminate in 2031, unless terminated sooner.\n\n \n\n*Enterprise\nManagement Incentive Sub-Plan*\n\n \n\nThe\n2021 Plan includes an Enterprise Management Incentive Sub-Plan for the purpose of granting options to participants residing in the United\nKingdom in compliance with the laws of the United Kingdom."}