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any of our directors, executive officers, holders of more than 5% of our capital stock or any member of their
immediate family had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements with directors and executive officers, which are described where required under
the section above entitled Executive and Director Compensation. |
In June 2021, we issued a convertible note payable to
Jennifer Ernst, our Chief Executive Officer, for total proceeds of $100,000. The note was unsecured, had a term of two years, and accrued interest at a rate of 3% per annum. The note converted into 26,986 shares of our Common Stock upon consummation
of our IPO.
In December 2021, the Company entered into an agreement with a significant stockholder for certain product development consultation services.
During the year ended December 31, 2021, the Company incurred $3,000 of expenses in connection with the agreement and the amount remained unpaid as of December 31, 2021. During the year ended December 31, 2022, the Company incurred
$18,000 of expenses in connection with the agreement. As of December 31, 2022, there were no
amounts owed to the stockholder.
Policies and Procedures Regarding Related Party Transactions
Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of
related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar
transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation,
purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such
transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arms length transaction and the
extent of the related persons interest in the transaction. The related person transactions disclosed in this Proxy Statement were each approved by the full Board or Audit Committee, as applicable.
Interest of Certain Persons in Matters to be Acted Upon
None of our directors, nominees for director, executive officers, any person who has served as a director or executive officer since the beginning of the last
fiscal year, or their associates have any interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the Special Meeting as described in this Proxy Statement.
STOCKHOLDER PROPOSALS
Our Bylaws establish an advance notice procedure with regard to certain matters, including stockholder proposals not included in our proxy statement, to be
brought before an annual meeting of stockholders. In general, notices must meet the requirements in our Bylaws and must be received at our principal executive offices not less than 90 calendar days before nor more than 120 calendar days prior to the
first anniversary of the preceding years annual meeting in order to be included in our proxy statement. Therefore, to be presented at our 2024 annual meeting of stockholders, such a proposal must be received by us no earlier than
February 7, 2024, and no later than March 8, 2024. However, if the date of the 2024 annual meeting of stockholders is more than 30 days before or more than 60 days after such anniversary date, notice must be received No earlier
than the close of business on the 120th day prior to such annual meeting and no later than the later of (i) the 90th day prior to such annual meeting and (ii) the close of business on the tenth calendar day following the day on which
public disclosure of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, and otherwise comply with the requirements set forth in our Bylaws or requirements of the Exchange Act, then the persons
named as proxies in the proxies solicited by the Board for the 2024 annual meeting of stockholders may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our amended and restated bylaws, which also
specify requirements as to the form and content of a stockholders notice.
Furthermore, our Bylaws and Rule
14a-19 of the Exchange Act establish advance notice procedures and certain other requirements that stockholder who wish to nominate directors for election at a stockholder meeting. In general, notices must
meet the requirements in our Bylaws and Rule 14a-19 of the Exchange Act and must be received at our principal executive offices not less than 90 calendar days before nor more than 120 calendar days prior to
the first anniversary of the preceding years annual meeting. Therefore, to ensure that stockholder nominees for election of directors will be included for election at our 2024 annual meeting of stockholders, such a proposal must be received by
us no earlier than February 7, 2024, and no later
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