TABLE
OF CONTENTS
CERBERUS
CYBER SENTINEL CORPORATION
6900
E. Camelback Road, Suite 240
Scottsdale,
Arizona 85251
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934 AND
REGULATION
14C PROMULGATED THEREUNDER
INTRODUCTORY
STATEMENT
General
We
are a Delaware corporation with principal executive offices located at 6900 E. Camelback Road, Suite 240 Scottsdale, Arizona 85251. Our
telephone number is (480) 389-3444. On June 27, 2022, holders of 85,085,000 shares of our common stock, $0.00001 par value per
share, which constitutes a majority of our outstanding common stock as of such date, and our Board of Directors took action by written
consent approving and adopting (i) an amended and restated certificate of incorporation, or the Amended and Restated Charter, to, among
other things, (1) increase our authorized shares of common stock from 250,000,000 to 300,000,000; and (2) authorize the issuance of 50,000,000
shares of preferred stock, par value $0.00001 per share; and (ii) an amendment, or the Plan Amendment, to our 2019 Equity Incentive Plan,
or the Plan, to increase the number of shares authorized for issuance under the Plan from 25,000,000 to 60,000,000.
This
Information Statement is being distributed by our Board of Directors to the holders of record of our common stock as of June 27,
2022, or the Record Date, to notify such stockholders that the holders of a majority of our outstanding common stock have taken action
by written consent, in lieu of a special meeting of stockholders, approving the Amended and Restated Charter and the Plan Amendment.
The required vote was obtained on June 27, 2022 in accordance with the relevant sections of Delaware General Corporation Law,
or the DGCL, our certificate of incorporation, and our by-laws. This Information Statement is being delivered only to inform you of the
corporate actions described herein in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended.
Section
228 of the DGCL provides that any action required or permitted to be taken at a meeting of stockholders of a corporation may be taken
without a meeting if a written consent thereto is signed by the stockholders holding at least the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Copies
of this Information Statement are expected to be mailed on or about July , 2022 to the holders of record of our common
stock as of the Record Date. The corporate actions described herein will be effective approximately 20 calendar days after the mailing
of this Information Statement.
Important
Notice Regarding the Availability of Information Statement Materials in Connection with this Notice of Written Consent.
The
Information Statement is available at www.cerberussentinel.com.
Stockholders
Entitled to Notice
Each
holder of record of our common stock, as of the Record Date, will be entitled to notice of each matter voted upon.
Proxies
No
proxies are being solicited. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Dissenting
Stockholders
None
of the DGCL, our certificate of incorporation or our by-laws provide holders of our common stock with dissenters’ or appraisal
rights in connection with the actions described in this Information Statement.
Information
Statement Costs
The
entire cost of furnishing this Information Statement, including the preparation, assembly, and mailing of this Information Statement,
will be borne by us.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE
NOTE THAT OUR MAJORITY STOCKHOLDERS HAVE VOTED TO APPROVE THE AMENDED AND RESTATED CHARTER AND THE PLAN AMENDMENT DESCRIBED HEREIN. THE
NUMBER OF VOTES HELD BY THE STOCKHOLDERS EXECUTING THE WRITTEN CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT FOR
SUCH ACTIONS UNDER APPLICABLE LAW AND OUR ORGANIZATIONAL DOCUMENTS, SO NO ADDITIONAL VOTES WILL BE NEEDED TO APPROVE THESE ACTIONS. THIS
IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE APPROVAL
OF THE AMENDED AND RESTATED CHARTER AND THE PLAN AMENDMENT, AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDED AND RESTATED CHARTER
AND THE PLAN AMENDMENT AS WELL AS THE BACKGROUND OF THESE CORPORATE ACTIONS.
THE
AMENDED AND RESTATED CHARTER AND THE PLAN AMENDMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THESE ACTIONS NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Vote
Required to Approve the Amended and Restated Charter and the Plan Amendment
As
of the Record Date, there were 124,980,767 shares of our common stock issued and outstanding. For the approval of the Amended
and Restated Charter and the Plan Amendment, the affirmative vote of a majority of the shares of common stock outstanding and entitled
to vote was required.
Consenting
Majority Stockholders
On
June 27, 2022, our stockholders holding in aggregate of 85,085,000 shares of our common stock, or approximately 61.96% of our
issued and outstanding common stock, delivered a written consent to us approving and adopting the corporate actions described in this
Information Statement. For a detailed breakdown of the beneficial ownership of our common stock, please see “Security Ownership
of Certain Beneficial Owners and Management” below.
Pursuant
to Section 14(c) of the Exchange Act and the rules promulgated thereunder, the Amended and Restated Charter and the Plan Amendment, being
subject to approval of our stockholders, cannot become effective until at least 20 calendar days after the initial mailing of this Information
Statement to our stockholders.
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
General
Information
As
of the date hereof, pursuant to our certificate of incorporation, as amended, we are authorized to issue up to 250,000,000 shares of
capital stock, all of which are designated as common stock. Pursuant to the Amended and Restated Charter, we propose to, among other
things, (1) increase our authorized shares of common stock from 250,000,000 to 300,000,000; and (2) authorize the issuance of 50,000,000
shares of preferred stock, par value $0.00001 per share.
The
holders of a majority of our outstanding common stock have given their written consent to the Amended and Restated Charter. We will file
the Amended and Restated Charter with the Secretary of State of Delaware no earlier than 20 calendar days from the date of mailing of
this Information Statement. A copy of the form of the Amended and Restated Charter is attached hereto as Annex A.
The
primary purpose of the Amended and Restated Charter is to make available for future issuance by us shares of preferred stock and additional
shares of common stock and to have a sufficient number of authorized and unissued shares of common stock and preferred stock to maintain
flexibility in our corporate strategy and planning. We believe that it is in the best interests of our company and our stockholders to
have additional authorized but unissued shares available for issuance to meet business needs as they arise. Our Board of Directors believes
that the availability of these shares will provide our company with the flexibility to issue common stock and preferred stock for possible
future financings, acquisitions, stock option plans, and other proper corporate purposes that may be identified in the future by our
Board of Directors, without the possible expense and delay of holding a special stockholders’ meeting. The issuance of shares of
preferred stock and additional shares of common stock may have a dilutive effect on earnings per share and, for our stockholders who
do not purchase additional shares to maintain their pro rata interest in our company, on such stockholders’ percentage voting power.
The
authorized shares of common stock in excess of those issued will be available for issuance at such times and for such corporate purposes
as our Board of Directors may deem advisable, without further action by our stockholders, except as may be required by applicable law
or by the rules of any stock exchange or national securities association trading system on which the securities may be listed or traded.
Upon issuance, such shares will have the same rights as the outstanding shares of our common stock. Holders of our common stock have
no preemptive rights. The availability of additional shares of common stock is particularly important in the event that our Board of
Directors determines to undertake any actions on an expedited basis and thus to avoid the time, expense, and delay of seeking stockholder
approval in connection with any potential issuance of common stock, of which we have none contemplated at this time other than as discussed
herein.
Principal
Effects on Outstanding Common Stock
The
increase in the authorized common stock will affect the rights of existing holders of common stock to the extent that future issuances
of common stock will reduce each existing stockholder’s proportionate ownership and may dilute earnings per share of the common
stock outstanding at the time of any such issuance.
Upon
the effectiveness of the Amended and Restated Charter, our Board of Directors also will have the authority to establish series of preferred
stock and the rights and privileges of each series so established, including establishing the number of shares constituting a series,
dividend rights (including preferential rights to dividends), voting rights, conversion or exchange rights, redemption rights, sinking
fund provisions, and rights in the event of voluntary or involuntary liquidation or dissolution (including preferential rights to payments
in the event of dissolution or liquidation). All of the foregoing rights, preferences, privileges, and limitations may adversely affect
certain rights of holders of our common stock, including, but not limited to (i) dividend preference, (ii) voting rights, and (iii) liquidation
rights.
Potential
Anti-Takeover Effect
The
increase in the authorized number of shares of common stock and creation of preferred stock could have possible anti-takeover effects.
The authorized but unissued shares of common stock and preferred stock could, within the limits imposed by applicable law, be issued
in one or more transactions that could make a change of control of our company more difficult, and therefore more unlikely. The additional
authorized shares could be used to discourage persons from attempting to gain control of us by diluting the voting power of shares then
outstanding or increasing the voting power of persons that would support our Board of Directors in a potential takeover situation, including
by preventing or delaying a proposed business combination that may be opposed by our Board of Directors although perceived to be desirable
by some of our stockholders. Our Board of Directors does not have any current knowledge of any effort by any third party to accumulate
our securities or obtain control of us by means of a merger, tender offer, solicitation in opposition to management, or otherwise.
While
the Amended and Restated Charter may have anti-takeover ramifications, our Board of Directors believes that the financial flexibility
offered by the Amended and Restated Charter outweighs any potential disadvantages. To the extent that the Amended and Restated Charter
may have anti-takeover effects, the Amended and Restated Charter may encourage persons seeking to acquire us to negotiate directly with
our Board of Directors, enabling our Board of Directors to consider the proposed transaction in a manner that best serves our stockholders’
interests.
INCREASE
TO THE 2019 PLAN
General
Information
Our
2019 Equity Incentive Plan, or the 2019 Plan, was adopted by our Board of Directors on June 6, 2019, and our stockholders holding a majority
of the outstanding shares of our common stock approved and adopted the 2019 Plan. The purpose of the 2019 Plan is to attract and retain
the best available personnel, provide additional incentives to employees, officers, directors, and consultants who provide services to
us or our affiliates, each as defined in the 2019 Plan, and to increase their interest in our welfare and promote the success of our
business. As of June 27, 2022, there were outstanding issued but unexercised options under the 2019 Plan to acquire 25,000,000
shares of our common stock at a weighted average exercise price of $2.17 per share. As of June 27, 2022, no shares remained available
for future grant under the 2019 Plan. Shares exceeding the plan limit totaled 11,312,835 and had a weighted average exercise price of
$4.11 The material features of the 2019 Plan are outlined below. As of June 27, 2022, approximately 296 employees, 5 officers,
5 non-employee directors, and 18 consultants were eligible to participate in the 2019 Plan.
In
order to enable us to continue to offer meaningful equity-based incentives to our employees, officers, directors, and consultants, holders
of a majority of the outstanding shares of our common stock and our Board of Directors believe it is both necessary and appropriate and
in the best interest of our company and our stockholders to increase the number of shares of our common stock available for these purposes.
As a result, on June 14, 2022, our Board of Directors approved the Plan Amendment to increase the number of shares authorized for issuance
under the 2019 Plan from 25,000,000 to 60,000,000. Holders of a majority of the outstanding shares of our common stock approved the
Plan Amendment on June 27, 2022. The increase in the number of shares authorized for issuance is the only change to the Plan, a summary
of which is provided below.
Summary
of the Plan
The
following is a summary of the principal features of the 2019 Plan. All references to the 2019 Plan in this section refer to the 2019
Plan, as amended by the Plan Amendment. The following description is intended to be a summary of the material provisions of the 2019
Plan. It does not purport to be a complete description of all the provisions of the 2019 Plan, and is qualified in its entirety by reference
to the complete text of the 2019 Plan, a copy of which is available as Exhibit 10.4 to the Annual Report on Form 10-K filed with the
SEC on March 30, 2020.
The
2019 Plan currently is effective until June 6, 2029. Under the 2019 Plan, we may grant Incentive Stock Options, Non-Qualified Stock Options,
and Bonus Stock Awards. The persons eligible to receive awards under the 2019 Plan consist of our officers, directors, employees, and
consultants as further described in the 2019 Plan.
Administration
The
2019 Plan is administered by the compensation committee of our Board of Directors, except to the extent our Board of Directors elects
to administer the 2019 Plan (subject to limitations described in the 2019 Plan). Subject to the terms of the 2019 Plan, the committee
is authorized to select eligible persons to receive awards, determine the type and number of awards to be granted and the number of shares
of our common stock to which awards will relate, specify times at which awards will be exercisable or may be settled (including performance
conditions that may be required as a condition thereof), set other terms and conditions of awards, prescribe forms of award agreements,
interpret and specify rules and regulations relating to the 2019 Plan, and make all other determinations that may be necessary or advisable
for the administration of the 2019 Plan.
Available
Shares
A
maximum of 25,000,000 shares of common stock may be issued under the 2019 Plan. Any shares covered by an award which is forfeited, canceled,
or expires shall be deemed to have not been issued for purposes of determining the maximum aggregate number of shares which may be issued
under the 2019 Plan. Shares that actually have been issued under the 2019 Plan pursuant to an award shall not be returned to the 2019
Plan and shall not become available for future issuance under the 2019 Plan. As of June 27, 2022, no shares remained available
for future grant under the 2019 Plan. The Plan Amendment will increase the number of shares authorized for issuance under the 2019 Plan
from 25,000,000 to 60,000,000.
Types
of Awards
The
2019 Plan permits us to grant stock options and bonus stock awards.
Stock
Options. The committee is authorized to grant stock options, including both incentive stock options and non-qualified stock options.
The committee determines the exercise price per share subject to an option; however, the per share exercise price of an option must not
be less than the fair market value of a share of our common stock on the grant date. The committee generally will fix the maximum term
of each option, the times at which each option will be exercisable, and provisions requiring forfeiture of unexercised options at or
following termination of employment or service, except that no option may have a term exceeding 10 years. Options may be exercised by
payment of the exercise price in any form of legal consideration specified by the committee, including cash, shares (including cancellation
of a portion of the shares subject to the award), outstanding awards, or other property having a fair market value equal to the exercise
price. Options may also be exercisable in connection with a broker-assisted sales transaction, or a cashless exercise, as determined
by the committee.
Bonus
Stock Awards. The committee is authorized to grant shares of our common stock pursuant to bonus stock awards. Each bonus stock award
may be in the form and contain the terms and conditions as the committee deems appropriate. In the discretion of the committee, payment
for shares of common stock granted pursuant to a bonus stock award is not required and common stock awarded pursuant to a bonus stock
award may be fully vested.
Performance-Based
Compensation
The
committee is authorized to grant performance awards to participants on terms and conditions established by the committee. The performance
criteria to be achieved during any performance period and the length of the performance period will be determined by the committee upon
the grant of the performance award. Performance awards may be valued by reference to a designated number of shares of our common stock
(in which case they are referred to as performance shares) or by reference to a designated amount of property, including cash (in which
case they are referred to as performance units). Performance awards may be settled by delivery of cash, shares of our common stock or
other property, or any combination thereof, as determined by the committee.
Change
in Control
Upon
the occurrence of a “change in control,” as defined in the 2019 Plan, the surviving entity or purchaser will assume our obligations
under the outstanding awards under the 2019 plan, provided that if such purchaser refuses to assume such awards, each outstanding awards
will automatically become fully vested and exercisable and be released from any repurchase or forfeiture provisions immediately prior
to the effective date of such change in control, subject to certain exceptions and limitations further described in the 2019 Plan.
Amendment
and Termination
Our
Board of Directors may terminate or amend the 2019 Plan unless necessary to comply with applicable law, in which case we must obtain
stockholder of any such amendment. The 2019 Plan will terminate upon the tenth anniversary of the effective date of the 2019 Plan, which
is June 5, 2029. Any amendment or termination of the 2019 Plan shall not affect awards previously granted unless mutually agreed upon
by us and the grantee of such previously granted and outstanding awards.
Transferability
Awards
granted under the 2019 Plan, and any interest therein, are not transferable or assignable by participants, and may not be made subject
to execution, attachment, or similar process, otherwise than by will or by the laws of descent and distribution, except that awards other
than incentive stock options may be transferred to family members, family member trusts, family limited partnerships, and other family
member entities as the committee may approve prior to any such transfer.
Tax
Withholding
The
committee may establish such rules and procedures as it considers desirable in order to satisfy any obligation of our company to withhold
the statutory prescribed minimum amount of federal or state income taxes or other taxes with respect to the grant, exercise, or payment
of any award under the 2019 Plan, including procedures for a grantee to have shares of common stock withheld from the total number of
shares of common stock to be issued or purchased upon grant or exercise of an award. Prior to issuance of any shares of common stock,
the grantee must pay or make adequate provision acceptable to the committee for the satisfaction of the statutory minimum prescribed
amount of any federal or state income or other tax withholding obligations of our company, if applicable. Upon grant, exercise, or payment
of an award, we must withhold or collect from the grantee an amount sufficient to satisfy such tax withholding obligations.
Summary
of Federal Income Tax Consequences of the 2019 Plan
The
following discussion applies to the 2019 Plan and is based on federal income tax laws and regulations in effect. It does not purport
to be a complete description of the federal income tax consequences of the 2019 Plan, nor does it describe the consequences of applicable
state, local, or foreign tax laws. Accordingly, any person receiving a grant under the 2019 Plan should consult with his or her own tax
adviser. The 2019 Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
Incentive
Stock Options
An
employee granted an incentive stock option does not recognize taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received upon exercise of the incentive stock option over the
option exercise price may be subject to the alternative minimum tax imposed by Section 55 of the Code.
Upon
disposition of stock acquired on exercise of an incentive stock option, long-term capital gain or loss is recognized in an amount equal
to the difference between the sale price and the incentive stock option exercise price, provided that the option holder has not disposed
of the stock within two years from the date of grant and within one year from the date of exercise. If the incentive stock option holder
disposes of the acquired stock without complying with both of these holding period requirements (“Disqualifying Disposition”),
the option holder will recognize ordinary income at the time of such Disqualifying Disposition to the extent of the difference between
the exercise price and the lesser of the fair market value of the stock on the date the incentive stock option is exercised, or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is treated as a short-term or long-term capital gain or loss,
depending on how long the stock is held. If the stock is held for more than 12 months, such gain or loss will be a long-term capital
gain or loss. Special rules apply if the stock acquired upon exercise is subject to vesting or is subject to certain restrictions on
resale under federal securities laws applicable to directors, officers, or 10% stockholders.
We
are not entitled to a tax deduction upon either exercise of an incentive stock option or disposition of stock acquired pursuant to such
an exercise, except to the extent that the option holder recognized ordinary income in a Disqualifying Disposition.
Non-Qualified
Stock Options
With
respect to a holder of non-qualified options, the option holder does not recognize taxable income on the date of the grant of the non-qualified
option but recognizes ordinary income generally at the date of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock on the date of exercise. When the option holder sells the stock acquired upon exercise
of the non-qualified options, the option holder generally will recognize a capital gain or loss in an amount equal to the difference
between the amount realized upon the sale and the option holder’s basis in the stock (generally, the exercise price plus the amount
taxed to the option holder as ordinary income). If the stock is held for more than 12 months, such gain or loss will be a long-term capital
gain or loss. Special rules apply if the stock acquired upon exercise is subject to vesting or is subject to certain restrictions on
resale under federal securities laws applicable to directors, officers, or 10% stockholders. The amount of ordinary income recognized
by the option holder is deductible by us in the year that income is recognized.
Bonus
Stock Awards
With
respect to a holder of a bonus stock award that is fully vested upon grant, the holder of the award is taxed upon receipt of the stock
based on the fair market value of the stock at that time. The amount of income subject to tax is the difference between the fair market
value of the stock minus the amount paid for the stock, if any, and the stock’s holding period begins immediately after the award
is granted. With respect to a holder of a bonus stock award subject to vesting, under normal federal income tax rules, the holder is
not taxed at the time of the grant (assuming no election under Code Section 83(b) has been made, as discussed below); instead, the holder
is taxed at vesting, when the restrictions lapse. The amount of income subject to tax is the difference between the fair market value
of the stock at the time of vesting minus the amount paid for the stock, if any. The tax holding period begins at the time of vesting,
and the tax basis is equal to the amount paid for the stock plus the amount included as ordinary compensation income. Upon a later sale
of the stock, assuming the stock is held as a capital asset, the holder would recognize capital gain income or loss; whether such capital
gain would be a short- or long-term gain would depend on the time between the beginning of the holding period at vesting and the date
of the subsequent sale.
Under
Code Section 83(b), holders of bonus stock awards subject to vesting can change the tax treatment of their bonus stock awards if they
file a written 83(b) election with the Internal Revenue Service no later than 30 days after the date of the grant. An 83(b) election
is an election to include the fair market value of the stock at the time of the grant minus the amount paid for the stock (if any) as
part of income (without regard to the restrictions). If an 83(b) election is timely made, tax withholding is required at the time the
bonus stock award shares are received. In addition to the immediate income inclusion, an 83(b) election will cause the stock’s
holding period to begin immediately after the award is granted. If an 83(b) election is timely made, holders of bonus stock awards are
not subject to income tax when the stock vest (regardless of the fair market value at the time of vesting), and they are not subject
to further tax until the stock is sold. Subsequent gains or losses of the stock would be capital gains or losses (assuming the stock
is held as a capital asset). However, if the vesting requirements are not satisfied and the stock is forfeited, the holder generally
would not be entitled to any refund of taxes previously paid or a tax loss with respect to the forfeited stock. We are entitled to a
tax deduction only for amounts on which a holder of a bonus stock award must pay income taxes, regardless of whether an 83(b) election
is made.
Plan
Benefits
The
following table discloses all awards granted to the persons or groups specified below under the 2019 Plan in excess of the number of
shares currently authorized for issuance under the 2019 Plan:
Name
and Position | |
Number
of Shares Underlying
Options and Bonus Stock Awards | | |
Dollar
Value($)(1) | |
David
G. Jemmett, Chief Executive Officer | |
| - | | |
| - | |
William
Santos, Former President | |
| - | | |
| - | |
Bryce
Hancock, Former President and Chief Operating Officer | |
| - | | |
| - | |
Debra
L. Smith, Chief Financial Officer | |
| 505,000 | | |
$ | 2,073,210 | |
Executive
Group | |
| 2,649,000 | | |
$ | 5,765,719 | |
Non-Executive
Director Group | |
| - | | |
| - | |
Non-Executive
Officer Employee Group | |
| 8,675,149 | | |
$ | 33,104,210 | |
(1)
Represents the fair value of stock options and bonus
stock awards held by each person or group identified herein as of June 27, 2022, calculated using the closing price of our common
stock on June 27, 2022.
Future
awards under the 2019 Plan will be subject to the discretion of our Board of Directors and will depend on a variety of factors, including
the value of our common stock at the time of grant, as well as company and individual performance. Accordingly, it is not possible to
determine the future benefits that will be received by eligible participants under the 2019 Plan.
Equity
Compensation Plan Information
The
following table summarizes certain information regarding our equity compensation plan as of December 31, 2021:
Plan
Category | |
Number
of Securities to be Issued Upon Exercise of Outstanding Options | | |
Weighted-Average
Exercise Price of Outstanding Options | | |
Number
of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding
Securities Reflected in Column
(a)) | |
| |
(a) | | |
(b) | | |
(c) | |
Equity
compensation plans approved by security holders (1) | |
| 25,000,000 | | |
$ | 1.11 | | |
| - | |
Equity
compensation plans not approved by security holders (2) | |
| 9,734,088 | | |
$ | 4.12 | | |
| - | |
Total | |
| 34,734,088 | | |
$ | 1.97 | | |
| - | |
(1) |
Consists
of the 2019 Equity Incentive Plan. The aggregate number of shares of common stock that may be issued pursuant to options granted
under this Plan or Bonus Stock Awards under this Plan shall not exceed 25,000,000 shares. For a description of this plan, see Note
10 to our 2021 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. |
(2) |
Consists
of shares underlying stock options granted in excess of the 2019 Plan limits. |