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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January
20, 2025
Medinotec, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
333-265368 |
36-4990343 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Northlands Deco Park | 10 New Market Street | Stand
299 Avant Garde Avenue
North Riding | Johannesburg
| South Africa |
2169 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: +27 87 330
2301
________________________________________________
(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
SECTION 8- OTHER EVENTS
Item 7.01 Regulation FD Disclosure.
On January 20, 2025, Medinotec, Inc. (the “Company”) made available
to its shareholders a notice of its 2024 annual shareholder meeting of the Company, scheduled to take place virtually at 9:30 am ET, February
19, 2025, by live webcast. A copy of the Company’s notice of annual meeting and proxy statement is furnished as Exhibit
99.1 hereto and is incorporated by reference.
The information contained in this Item, including the exhibit attached
hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general
incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Medinotec, Inc.
/s/ Pieter van Niekerk
Pieter van Niekerk
Chief Financial Officer
Date: January 27, 2025

Notice of 2024 Annual Meeting of Stockholders
|
Date and Time
|
YOUR
VOTE IS IMPORTANT |
|
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Tuesday, February 19, 2025 at 9:30 a.m. (EST) |
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Wether
or not you attend the annual meeting, we urge you to vote promptly no later than the day before the meeting by: |
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Meeting Access |
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Video Conference: |
Emailing
your signed proxy card to proxy@empirestock.com until the day before the meeting. |
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https://medinotecinc.com/investor-center/shareholdermeeting |
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Record Date
|
Mailing
your signed proxy card to arrive the day before the meeting. |
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December
5, 2024 |
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Faxing your signed proxy card until the day before the meeting. (+1 702-974-1444) |
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Items of Business
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• |
Proposal 1: Election of five directors, as described in the accompanying proxy statement. |
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• |
Proposal 2: Approval of Mercurius & Associates LLP as the company’s independent registered public accounting firm for the 2024 fiscal
year. |
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• |
Consideration
of any other business properly brought before the annual meeting. |
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The
annual meeting will be a virtual meeting conducted via Video Conference . There will be no physical in-person meeting. Additional
information regarding attending the annual meeting, voting your shares and submitting questions in advance of the annual meeting can
be found in the proxy statement.
Eligibility
to Vote
Only
stockholders of record as of the close of business on December 5, 2024 are entitled to notice of and to vote at the annual meeting and
any postponements or adjournments thereof.
This
Notice of Annual Meeting of Stockholders, the proxy statement, form of proxy and the Company’s Annual Report on Form 10-K for
the year ended February 28, 2023 are being distributed and made available to our stockholders on or about January 20, 2025.
Your
vote is important. Whether or not you attend the meeting, we urge you to vote promptly.
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By
Order of the Board of Directors |
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North
Riding, South Africa |
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/s/
Gregory Vizirgianakis |
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Gregory
Vizirgianakis |
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January
24, 2025 |
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Chairperson |
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This Notice of Annual Meeting of
Stockholders, the proxy statement, and the Company’s Annual Report on Form 10-K for the year ended February 28, 2023
are available at https://www.medinotecinc.com/investor-center.
TABLE OF CONTENTS

PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy
statement. It does not contain all of the information you should consider, and you should read the entire proxy statement carefully before
voting. References in this proxy statement to the “Company,” “Medinotec,” “we,” “us,”
and “our” refer to Medinotec Inc., a Nevada company. This proxy statement, form of proxy, and the Company’s Annual Report
on Form 10-K for the year ended February 28, 2023 are being distributed and made available to our stockholders on or about January
20, 2025. Our principal executive offices are located at Northlands Deco Park, 10 New Market Street Stand 299, Avant Garde Avenue, North
Riding, South Africa 2169.
Annual Meeting Information
|
Date and Time: |
Tuesday, February 19, 2025, at 9:30 a.m. (EST) |
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Meeting Access: |
Video Conference:https://medinotecinc.com/investor-
center/shareholdermeeting |
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Record Date: |
December
5, 2024 |
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Voting: |
Common stockholders have one vote per share on all matters presented at the annual meeting. |
|
The annual meeting will be a virtual meeting conducted via Video Conference
. There will be no physical in-person meeting. You will NOT be able to attend the annual meeting and vote your shares electronically
during the meeting, so it is important to vote your shares by no later than 11:59 p.m. EST on February 18, 2025, by email, by mail or
by facsimile. You may submit questions in advance of the meeting by sending an email to Investorrelations@Medinotecinc.com,
up to 11:59 p.m. EST on February 18, 2025. Please see “Questions and Answers About the Annual Meeting” for more information
regarding the annual meeting.
You will not have a chance to vote at the annual meeting. Please
vote in advance of the annual meeting so that your vote will be counted.
Voting Matters and the Board’s Recommendation
Agenda Item |
Board Vote Recommendation |
Page Reference |
Election of five directors |
FOR each Director Nominee |
6 |
Approval of Mercurius & Associates LLP as the company’s independent
registered public accounting firm for the 2024 fiscal year |
FOR |
16 |
In addition to these matters, stockholders may be asked to vote on
such other business as may properly come before the annual meeting.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why did I receive these proxy materials?
This proxy statement, form of proxy, and the Company’s
Annual Report on Form 10-K for the year ended February 28, 2023 are being distributed and made available to our stockholders
starting on or about January 20, 2025. We are providing these proxy materials in connection with the solicitation by the Board of proxies
to be voted at our 2024 Annual Meeting of Stockholders and at any adjournment or postponement of the meeting.
When and where will the annual meeting be held?
|
Date and Time
|
YOUR
VOTE IS IMPORTANT |
|
|
Tuesday, February 19, 2025 at 9:30 a.m. (EST) |
|
|
|
|
Wether
or not you attend the annual meeting, we urge you to vote promptly no later than the day before the meeting by: |
|
|
Meeting Access |
|
|
|
Video Conference: |
Emailing
your signed proxy card to proxy@empirestock.com until the day before the meeting. |
|
|
https://medinotecinc.com/investor-center/shareholdermeeting |
|
|
|
Record Date
|
Mailing
your signed proxy card to arrive the day before the meeting. |
|
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December
5, 2024 |
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Faxing your signed proxy card until the day before the meeting. |
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Who is entitled to vote at the annual meeting?
Holders of the Company’s
common stock at the close of business on December 5, 2024, are entitled to receive the Notice of Annual Meeting and proxy statement and
to vote their shares at the annual meeting. As of that date, there were 11,733,750 shares of the Company’s common stock
outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the annual
meeting.
Also as of the record date, there
were no outstanding shares of preferred stock of the Company, so only common stock will be voted at the Annual Meeting.
What constitutes a quorum for the annual meeting?
The holders of at least a majority of the voting power of the
Company’s capital stock, present in person or by proxy (regardless of whether the proxy has authority to vote on any matter), shall
constitute a quorum. Abstentions and broker non-votes are counted for purposes determining whether there is a quorum.
How can I attend and participate in the annual meeting?
To
attend and participate in the annual meeting, visit https://medinotecinc.com/investor-center/shareholdermeeting.
The virtual annual meeting will begin promptly at 9:30 a.m. EST Tuesday, February 19, 2025. You may log in beginning at 9:15
a.m. EST.
We encourage you to access the virtual annual meeting prior
to the start time leaving ample time to confirm that your Internet or Wi-Fi connection is sufficient to access the features of the
virtual annual meeting, and to allow sufficient time to check in. The virtual meeting platform is supported across browsers
(Edge, Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and mobile phones) that have the
most updated version of applicable software and plugins installed. You should ensure that you have a strong Wi-Fi connection wherever
you intend to participate in the annual meeting. While there is no fee to attend the virtual annual meeting, you may incur data or other
fees imposed by your Internet or wireless carrier.
The recording, reproduction or distribution of the virtual annual
meeting, or any portion thereof, is strictly prohibited.
What if I am having technical difficulties?
Technicians will be ready to assist you with any technical difficulties
you may have accessing the virtual annual meeting. Technical support will be available on the virtual annual meeting platform beginning
at 9:15 a.m. EST on the day of the annual meeting by calling the numbers posted on the log in page.
How do I submit a question for the annual meeting?
You may submit questions in advance of the meeting by sending an email
to investorrelations@Medinotecinc.com. You can submit a question up to 11:59 p.m. EDT on February 18, 2025.
How do I vote if I am a stockholder of record?
Whether or not you attend the annual meeting, we urge you to vote
promptly no later than the day before the meeting by:
| 1. | Emailing your signed proxy card until the day before the
meeting. |
To: proxy@empirestock.com
| 2. | Mailing
your signed proxy card to arrive the day before the meeting. |
To: Empire Stock
Transfer Inc.
1859 Whitney Mesa
Dr.
Henderson, NV 89014
USA
| 3. | Faxing
your signed proxy card until the day before the meeting. |
To: +1 702-974-1444
You will NOT be able to attend the annual meeting and vote your
shares electronically during the meeting, so it is important to vote your shares by no later than 11:59 p.m. EST on February 18, 2025,
by using one of the above three methods of voting. You may submit questions in advance of the meeting by sending an email to investorrelations@Medinotecinc.com,
up to 11:59 p.m. EST on February 18, 2025.
How do I vote if I am a beneficial owner of shares?
If you are a “beneficial owner,” also known as a “street
name” holder (meaning that you hold your shares of our common stock through a broker, bank or other financial institution), your
broker, bank or financial institution will ask you how you wish to have your shares voted. In addition, you will receive instructions
as part of your proxy materials provided by your broker, bank or other financial institution on how to access the virtual annual meeting
and participate and vote at the annual meeting (including, if your broker, bank or other financial institution elects to do so, instructions
on how to vote by email, by mail or by facsimile). You must follow those instructions in order to be able to access the virtual annual
meeting and have your shares voted. You may also be able to obtain a proxy from your broker, bank or other financial institution by contacting
them directly. Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at
the annual meeting (except on the approval of the appointment of Mercurius & Associates LLP as auditors for 2024) unless you provide
specific instructions. Accordingly, your shares will only be voted if you give instructions to your broker, bank or financial institution.
Can I revoke my proxy or change my vote after I vote by proxy?
If you are a stockholder of record, you can revoke your proxy
before it is exercised by:
• giving
written notice to our Corporate Secretary;
• delivering
a valid, later-dated proxy, or a later-dated vote by email (proxy@empirestock.com), in a timely manner; or
If you are a beneficial owner of shares, you may submit new voting
instructions by contacting your broker, bank or other holder of record and following their instructions for how to do so.
What vote is needed to approve each proposal? How do abstentions
or broker non-votes affect the voting results?
The following table summarizes the vote threshold required for approval
of each proposal and the effect on the outcome of the vote of abstentions and uninstructed shares held by brokers (referred to as
broker non-votes). When a beneficial owner does not provide voting instructions to the institution that holds the shares in street name,
brokers may not vote those shares in matters deemed non-routine. Only Proposal 2 is a routine matter.
PROPOSAL |
ITEM |
VOTE REQUIRED FOR APPROVAL |
EFFECT OF ABSTENTIONS (OR THE WITHHOLDING OF AUTHORITY) |
EFFECT OF BROKER
NON-VOTES |
1 |
Election of five directors |
Plurality—the five director nominees who receive the most “FOR” votes will be elected to serve on the Board |
No effect |
No effect |
2 |
Approval of the appointment of independent auditor |
Number of votes cast in favor exceeds number of votes cast in opposition |
No effect |
No broker non-votes; shares are voted by brokers in their discretion |
Your shares will be voted in accordance with your instructions. If
you are a stockholder of record and sign, date and return a proxy card but do not indicate how you wish to vote your shares, the appointed
proxies named on the proxy card will vote your shares “for” each of the nominees with respect to Proposal 1 and “for”
Proposal 2, and in the discretion of the appointed proxies named on the proxy card with respect to any other business properly brought
before the annual meeting.
Who will pay for the cost of this proxy solicitation?
We will pay all expenses incurred in connection with the solicitation
of proxies. In addition to solicitation by mail, our officers, directors and regular employees, who will receive no additional compensation
for their services, may solicit proxies in person or by email, by mail or by facsimile. We have requested that brokers, banks and other
nominees who hold stock in their names furnish this proxy material to their customers; we will reimburse these brokers, banks and nominees
for their out-of-pocket and reasonable expenses.
Could other matters be decided at the annual meeting?
We are not aware of any other matters that will be presented and voted
upon at the annual meeting. If you return your signed and completed proxy card by email, by mail or by facsimile and other matters are
properly presented at the annual meeting for consideration, the persons named in the accompanying proxy card will have the discretion
to vote for you on such matters and intend to vote the proxies in accordance with their best judgment.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our bylaws provide that our business shall be managed by or under
the direction of a board of directors. The Board currently consists of five directors.
There are five nominees for election to the Board at the annual meeting.
Each of the five nominees, if elected, will hold office for a term that expires at the next annual stockholders’ meeting. Each director
shall hold office for the term for which he or she was elected and until his or her successor is elected and qualified or until his or
her earlier death, resignation, or removal. Proxies solicited by the Board will, unless otherwise directed, be voted to elect the five
nominees named below to constitute the entire Board.
The Board has nominated each of the following individuals for election
as a director at the annual meeting: Gregory Vizirgianakis, Pieter van Niekerk, Stavros G. Vizirgianakis, Joseph P. Dwyer and Athanasios
Spirakis. Each nomination for director was based upon the recommendation of our board of directors and each nominee for director is a
current member of the board. All nominees have consented to be named and have indicated their intent to serve if elected. In the event
any of the nominees shall be unable or unwilling to serve as a director, the persons named in the proxy intend to vote “FOR”
the election of any person as may be nominated by the board in substitution. The Company has no reason to believe that any of the nominees
named below will be unable to serve as a director if elected.
The following table sets forth certain information, as of the date
of this proxy statement, as to each nominee for the office of director:
Name |
|
Age |
|
Position |
|
Director Since |
Gregory Vizirgianakis |
|
45 |
|
President, Secretary, Chief Executive Officer and Director |
|
Inception |
Pieter van Niekerk |
|
39 |
|
Treasurer, Chief Financial Officer and Director |
|
Inception |
Stavros G. Vizirgianakis |
|
52 |
|
Director and Chairman |
|
June 13, 2022 |
Joseph P. Dwyer |
|
67 |
|
Director and Audit committee chair |
|
June 13, 2022 |
Athanasios Spirakis |
|
63 |
|
Director |
|
October 11, 2023 |
The following information about our directors is based, in part, upon
information supplied by them.
Gregory Vizirgianakis
The Company is led by Dr Vizirgianakis as the Chief
Executive Officer, a qualified medical doctor, with a specialty interest in the field of neuroscience. He has many years of experience
in the international and South African health markets. Dr Vizirgianakis is the founding ultimate shareholder of DISA Medinotec Proprietary
Limited and has been involved in several successful entrepreneurial ventures. For the last five years, Dr. Vizirgianakis has been employed
as CEO of Minoan Medical Proprietary Limited and DISA Medinotec Proprietary Limited.
Aside from that provided above, Dr. Vizirgianakis
does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an
investment company under the Investment Company Act of 1940.
The Board believes that Dr. Vizirgianakis has the
experience, qualifications, attributes and skills necessary to serve on the Board because of the fact that he held similar positions for
more than 10 years and his designation as a medical doctor, he is also a founding shareholder in the company and has a long-standing track
record in the industry.
Pieter van Niekerk
Mr. Pieter van Niekerk is a qualified Chartered
Accountant and the Company's CFO and has been involved in multiple listings on various exchanges in the United States of America and South
Africa. He has 10 years executive management experience and has been nominated as one of the “Top 35 under 35 Chartered Accountants”
in South Africa for two consecutive years. For the last five years, Mr. van Niekerk has been employed as CFO of Minoan Medical Proprietary
Limited and DISA Medinotec Proprietary Limited.
Aside from that provided above, Mr. van Niekerk
does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an
investment company under the Investment Company Act of 1940.
The Board believes that Mr. van Niekerk has the
experience, qualifications, attributes and skills necessary to serve on the Board because of the fact that he held similar positions for
more than 10 years and his designation as a chartered accountant, he is also a founding shareholder in the company and has a long-standing
track record in the industry.
Stavros G. Vizirgianakis
Mr. Vizirgianakis became the Interim Chief Executive
Officer of Misonix in September 2016 and the full-time President and Chief Executive Officer in December 2016. Mr. Vizirgianakis has a
distinguished career in the medical devices field having worked for United States Surgical Corporation as director of sales for sub-Saharan
Africa and later Tyco Healthcare in the capacity of General Manager South Africa. In 2006, Mr. Vizirgianakis co-founded Surgical Innovations,
which has become one of the largest privately owned medical device distributors in the African region, and now part of the Johannesburg
Stock Exchange listed entity Ascendis Health. In that capacity, Mr. Vizirgianakis acted as a distributor of the Company’s products.
Mr. Vizirgianakis was Managing Director of Ascendis Medical from January 2014 through July 2016. Mr. Vizirgianakis also served on the
board of Tenaxis Medical and is a strategic investor in and advisor to numerous medical device startups and established companies in this
field.
Aside from that provided above, Mr. Vizirgianakis
does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an
investment company under the Investment Company Act of 1940.
Mr. Vizirgianakis has a degree in commerce from
the University of South Africa. The Board believes Mr. Vizirgianakis’ industry knowledge, sales and marketing experience and his
international business relationships qualify him to serve as a director.
Joseph P. Dwyer
Mr. Dwyer has served as Misonix’s Chief Financial
Officer since August 2, 2017. From June 2015 to the present, Mr. Dwyer has provided financial consulting and advisory services to various
companies, through the firms Dwyer Holdings and TechCXO. Prior thereto, from November 2012 until June 2015, he was Chief Financial Officer
of Virtual Piggy, Inc., a publicly traded technology company. Prior to joining Virtual Piggy, Mr. Dwyer served as chief financial officer
of Open Link Financial, Inc., a privately held company, which provides software solutions for trading and risk management in the energy,
commodity, and capital markets. During 2011 and 2012, Mr. Dwyer was a member of the board of directors and chairman of the audit committee
and served as interim chief administrative officer of Energy Solutions International, Inc., a privately held company providing pipeline
management software to energy companies and pipeline operators. From 2010 through 2011, Mr. Dwyer served as chief administrative officer
of Capstone Advisory Group, LLC, a privately held financial advisory firm providing corporate restructuring, litigation support, forensic
accounting, expert testimony and valuation services. Mr. Dwyer served as a consultant to Verint Systems, Inc., a software company listed
on the NASDAQ Global Market, from 2009 through 2010, assisting with SEC reporting and compliance. From 2005 through 2009, Mr. Dwyer served
as chief financial officer and executive vice president of AXS-One Inc., a publicly traded software company. During 2004, Mr. Dwyer served
as chief financial officer of Synergen, Inc., a privately held software company providing energy technology to utilities. Prior to 2004,
Mr. Dwyer also served as chief financial officer and executive vice president of Caminus Corporation, an enterprise application software
company that was formerly listed on the NASDAQ National Market, chief financial officer of ACTV, Inc., a digital media company that was
formerly listed on the NASDAQ National Market, and chief financial officer of Winstar Global Products, Inc., a manufacturer and distributor
of hair care, bath and beauty products until its acquisition by Winstar Communications, Inc. in 1995 when Mr. Dwyer went on to serve as
senior vice president, finance of Winstar Communications.
Aside from that provided above, Mr. Dwyer does
not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an
investment company under the Investment Company Act of 1940.
Mr. Dwyer received his BBA in Accounting from the
University of Notre Dame in 1978 and is licensed as a Certified Public Accountant in the State of New York.
Athanasios Spirakis
• 34
Years Experience in Biomedical Engineering, Medical Devices & Healthcare Technology
• Education:
MSc (Mech Eng) & MSc (Biomed.Eng).
• Senior
Lecturer & Head Biomechanics Group, Department of Biomedical Engineering, University of Cape Town
• Senior
Biomedical Engineer, Groote Schuur Hospital
• R&D
/ Quality Assurance & Regulatory Affairs Director of Macmed Orthopaedics.
• Business
Development Director : Orthomedics / SA Biomedical / J &J.
• CEO,
Elite Surgical (Pty) Ltd.
• COO,
a top distributor of medical devices in South Africa
Aside from that provided above, Mr. Spirakis does
not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an
investment company under the Investment Company Act of 1940.
We have selected Mr. Spirakis to serve as an independent
director because of his education, skills and experience in Biomedical Engineering, Manufacturing & Marketing / Selling of Medical
Devices.
THE BOARD RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES.
CORPORATE GOVERNANCE
Family Relationships
Aside from Messrs. Gregory Vizirgianakis and
Stavros G. Vizirgianakis, who are brothers, there are no family relationships between or among the directors, executive officers or persons
nominated or chosen by us to become directors or executive officers.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or
understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve
as an officer.
Involvement in Certain Legal Proceedings
We are not aware of any of our directors or officers
being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings
(other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K.
Board Meetings
The board met on several occasions during the
fiscal year ended February 28, 2023. Each of the members of the board attended at least 75% of the meetings held by the board during the
time such directors served as a member of the board.
Although we do not have a formal policy regarding
attendance by members of our board of directors at annual meetings of stockholders, we strongly encourage our directors to attend.
Committees of the Board
Our full board serves the functions that would normally
be served by a separately designated nominating committee. Each of Messrs. Joseph P. Dwyer and Athanasios Spirakis have been determined
by the Board to be an independent director within the meaning of NASDAQ Rule 5605.
Our company has an Audit Committee with a financial
expert on the Committee. The Audit Committee is comprised of Messrs, Joseph P. Dwyer, Athanasios Spirakis and Stavros G. Vizirgianakis,
with Mr. Dwyer as Chairperson and financial expert on the committee. The Audit Committee’s responsibilities, which are discussed
in detail in its Charter, include the following:
| • | review and reassess the Audit Committee Charter periodically,
at least annually, and recommend to the Board any necessary amendments; |
|
| • | review the Company’s annual and quarterly financial
statements prior to the first public release of the Company’s financial results for such year or quarter (as well as the Company’s
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q in advance of such filings); |
|
| • | review other relevant reports or financial information, including
management certifications as required by the Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent auditor; |
|
| • | recommend to the Board whether the financial statements should
be included in the annual report on Form 10-K and, if applicable, the Company’s Annual Report to shareholders; |
|
| • | discuss earnings press releases, prior to distribution, including
the type and presentation of information, paying particular attention to any non-GAAP information (including any “pro forma”
or “adjusted” information); |
|
| • | discuss financial information and earnings guidance provided
to analysts and ratings agencies, prior to distribution thereof; and |
|
| • | review the regular internal reports to management prepared
by the internal audit function. |
|
In addition, the Committee must:
| • | review with the independent auditor, the internal audit function,
and management the extent to which changes or improvements in financial or accounting practices have been implemented; |
|
| • | prepare the report that the SEC requires be included in the
Company’s annual proxy statement; |
|
| • | conduct an annual performance assessment regarding this Committee’s
purpose, duties, and responsibilities; and |
|
| • | perform any other activities consistent with the charter, the Company’s bylaws, and governing law, as the Board deems necessary or appropriate.
|
|
Code of Ethics
On June 21, 2023, our Board of Directors approved and adopted a Code of Business Conduct
and Ethics (the “Code of Ethics”). The Code of Ethics is applicable to all directors, officers and employees of our company,
our company’s subsidiaries and any subsidiaries that may be formed in the future. The Code of Ethics addresses such individuals’
conduct with respect to, among other things, conflicts of interests; compliance with applicable laws, rules, and regulations; full, fair,
accurate, timely, and understandable disclosure; competition and fair dealing; corporate opportunities; confidentiality; insider trading;
protection and proper use of our assets; fair treatment; and reporting suspected illegal or unethical behavior.
DIRECTOR COMPENSATION
All Directors shall receive reimbursement for reasonable
travel expenses incurred to attend Board and committee meetings, but are not paid otherwise for their services.
EXECUTIVE OFFICERS
The following information sets forth, as of the date of this proxy
statement, the names, ages, and positions of our current executive officers.
Name |
|
Age |
|
Positions and Offices Held |
Gregory Vizirgianakis |
|
45 |
|
President, Chairman, Chief Executive Officer and Director |
Pieter van Niekerk |
|
39 |
|
Chief Operating Officer, Chief Financial Officer and Director |
See “Proposal No. 1 Election of Directors” for a
description of the backgrounds and business experience.
EXECUTIVE COMPENSATION
The following summary compensation
table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended February
28, 2023 and 2022.
SUMMARY
COMPENSATION TABLE |
Name
and
principal
position |
|
|
Year |
|
|
|
Salary ($) |
|
|
|
Bonus
($) |
|
|
|
Stock
Awards
($) |
|
|
|
Option
Awards
($) |
|
|
|
Non-Equity
Incentive Plan
Compensation
($) |
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($) |
|
|
|
All Other
Compensation
($) |
|
|
|
Total
($) |
Gregory Vizirgianakis |
|
|
2023 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
CEO |
|
|
2022 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
Peter van Niekerk |
|
|
2023 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
CFO |
|
|
2022 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
Narrative Disclosure to
the Summary Compensation Table
Although we do not currently
compensate our officers with any regularity, we reserve the right to provide compensation at some time in the future. Our decision to
compensate officers depends on the availability of our cash resources with respect to the need for cash to further business purposes.
Option Grants
We have not granted any options or stock appreciation
rights to our named executive officers or directors since inception. We do not have any stock option plans.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we
provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may
be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers,
Executive Officers and Other Management
None of our directors or executive officers or
any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee,
support agreement, letter of credit or other similar agreement or understanding currently outstanding.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than described below or the transactions
described under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with
SEC regulations), there have not been, and there is not currently proposed, any transaction or series of similar transactions to which
we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average
of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or
more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest.
Related Party Summary
Name |
Relationship with the Medinotec Group of Companies |
Related transactions with the Medinotec Group of Companies |
Related Directors with the Medinotec Group of Companies |
Related Owners with the Medinotec Group of Companies |
Minoan Medical Proprietary Limited |
Medical investment company controlled by Dr Gregory Vizirgianakis |
Related Party Loan and Sales |
Dr Gregory Vizirgianakis
Pieter van Niekerk |
Dr Gregory Vizirgianakis is the ultimate beneficial owner |
Minoan Capital Proprietary Limited |
Property investment company controlled by Dr Gregory Vizirgianakis |
Related party loan
Rental Expenses |
|
Dr Gregory Vizirgianakis is the ultimate beneficial owner |
DISA Vascular Distribution Proprietary Limited trading as DISA Lifesciences |
Distributor appointed by DISA Medinotec Proprietary Limited for Africa |
Sales Income |
Pieter van Niekerk – Serves as independent non-executive according
to distribution agreement
Pieter van Niekerk resigned as a non-executive director on October 14, 2022
and therefore the related party relationship ceased to exist on the same date. |
n/a external third party |
Medinotec Capital Proprietary Limited |
The African holding company of the Medinotec Group of Companies |
Related party loan payable to Minoan Capital |
Dr Gregory Vizirgianakis
Pieter van Niekerk |
Medinotec Incorporated in Nevada is the 100% ultimate parent entity |
DISA Medinotec Proprietary Limited |
The African operating and manufacturing company |
Related party loan with Minoan medical
Operational income and expenses with Minoan Medical |
Dr Gregory Vizirgianakis
Pieter van Niekerk |
Medinotec Incorporated in Nevada is the 100% ultimate parent entity |
Medinotec Incorporated Nevada |
Ultimate parent of Medinotec Capital and DISA Medinotec |
All of the above for its related subsidiaries |
Dr Gregory Vizirgianakis
Pieter van Niekerk
Joseph P Dwyer
Stavros Vizirgianakis |
This is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis |
Medinotec Group of Companies |
The Consolidated group name of Medinotec Incorporated, Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited |
above for its related subsidiaries |
Dr Gregory Vizirgianakis
Pieter van Niekerk
Joseph P Dwyer
Stavros Vizirgianakis |
This is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis |
Pieter van Niekerk |
Chief financial officer of the Medinotec Group of Companies |
Transactions relating to mutual entities disclosed above |
Related directorships disclosed above |
Minority Shareholder in Medinotec Inc |
Gregory Vizirgianakis |
Chief Executive officer of the Minoan Group of Companies
Brother of Stavros Vizirgianakis |
Transactions relating to mutual entities disclosed above |
Related directorships disclosed above |
Shareholder in Medinotec Inc and Kingstyle investments. |
Stavros Vizirgianakis |
Non-Executive director of the Medinotec Group of companies
Brother of Gregory Vizirgianakis |
Transactions relating to mutual entities disclosed above |
No Related other Directorships in Medinotec Group of Companies |
n/a |
Joseph Dwyer |
Non-Executive director of the Medinotec Group of companies
|
Transactions relating to mutual entities disclosed above |
No Related other Directorships in Medinotec Group of Companies
|
n/a |
a. Rent
DISA Medinotec
Propriety Limited leases commercial buildings from Minoan Capital Proprietary Limited (“Minoan Capital”). Minoan Capital is
owned 100% by the Chief Executive Officer of the Medinotec Group of Companies, Dr. Gregory Vizirgianakis. Pieter van Niekerk, CFO of the
Medinotec Group of Companies, also serves as a director on Minoan Medical Proprietary Limited.
Set forth below
is a table showing the Consolidated entities’ rent paid and accounts payable for the year ended February 28, 2023, with Minoan Capital:
| |
February 28 2023 (audited) | |
For the period April 26, 2021 to February 28, 2022 (audited) |
| Rent | | |
| 39,984 | | |
| 38,157 | |
Rent is comparable
to rent charged for similar properties in the same relative area. The Consolidated entities do market research of a Minimum and a Maximum
rental value within the area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together
with a registered property agent who has the appropriate knowledge of the area. ASC 850-10-50-6.
b. Loan
This is an
unsecured loan from the prior parent entity of DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical Proprietary
Limited. This loan originated to fund working capital and capex expansions of DISA Medinotec Proprietary Limited Incorporated during the
developmental and startup phase. After the acquisition of DISA Medinotec Proprietary Limited into the Medinotec Group of companies, the
Medinotec Group of Companies assumed this liability. During the Covid challenges, interest on the loan was waived due to the loan being
classified as an equity investment at that stage, before the post balance sheet transfer of DISA Medinotec Proprietary Limited Incorporated
to the Medinotec Group of Companies. The Medinotec Group of Companies have a period of 3 years post any IPO date/ date at which the company
starts trading on a recognizable exchange to repay the loan. During these 3 years the loan will carry interest at the prevailing prime
lending rate of the time.
The prevailing
prime lending rate on the quarter ending February 28, 2023 in South Africa is 10.75%. The interest charged for the quarter was $51,545
and a 1% movement in the interest rates constitutes a value of $19,636 on an annual basis and $4,909 per quarter. The interest rate chargeable
is a guideline determined by the South African Reserve Bank and gets utilized by financial institutions to determine the financial gain
they may derive from a loan. The Prime rate is therefore an arm’s length transaction and justifiable rate that can be applied to
a loan within the borders of the Republic of South Africa and therefore complies with the arm’s length definitions in ASC 850-10-50-6.
The Consolidated
entities, particularly Medinotec Inc. have the option to settle earlier and settlement can be in cash or shares.
Minoan Medical
Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is
used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments
before it got transferred into the Medinotec Group of Companies. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary
Limited.
Operational charges
are charged to the loan account in the Consolidated entities.
| |
February 28 2023 $ (audited) | |
February 28 2022 $ (audited restated) |
Minoan Medical Proprietary Limited | |
| 1,862,793 | | |
| 1,583,672 | |
Minoan Capital Proprietary Limited | |
| 273 | | |
| 325 | |
Total | |
$ | 1,863,066 | | |
$ | 1,583,997 | |
c.
Sales to commonly controlled entities
The
Consolidated entities sell the majority of their stock to
DISA Vascular Distribution t/a DISA Life Sciences.
DISA Life
Sciences is the main distributor of the products of DISA Medinotec Proprietary Limited in South Africa. This relationship is governed
by a distribution agreement which DISA Lifesciences needs to adhere to, the company is owned by an independent third party but according
to the distribution agreement DISA Life sciences needs to allow a Director of DISA Medinotec Proprietary Limited Incorporated registered
in South Africa to become a board member in an Non – Executive role to oversee that good corporate governance is maintained by the
company and that the good name of DISA Medinotec Proprietary Limited Incorporated does not come into despair. Currently, the Board position
is held by Mr. Pieter van Niekerk, who is also the CFO of the Medinotec Group of Companies. Mr. van Niekerk has no operational involvement
and also no financial interest or benefit paid to him for assuming the role of independent non-executive of the company.
Apart from
this non-executive directorship position there is no other related party ties to DISA Life Sciences. On October 14, 2022, Mr. Pieter van
Niekerk resigned as a director of DISA Lifesciences to focus on other commitments, on this same date the DISA Lifesciences ceased to be
a related party to DISA Medinotec.
DISA Life
Sciences is one of the top 5 biggest distributor of medical devices in the Republic of South Africa and therefore DISA Medinotec Proprietary
Limited registered in South Africa utilizes their sales footprint for cost efficiencies. All trading is considered to be at arm's length.
Minoan Medical
Proprietary Limited’s ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr. Gregory Vizirgianakis and is
used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments
before it got transferred into the Medinotec Group of Companies. All sales made to Minoan Medical Proprietary Limited were utilized to
build the export market for DISA Medinotec South Africa. In the future these sales will be made directly to the export countries without
utilizing Minoan Medical Proprietary Limited as an intermediate. These sales were made on the same terms as the DISA Life Sciences distribution
agreement. Pieter van Niekerk also serves as a director on Minoan Medical Proprietary Limited.
The distribution
agreement between DISA Lifesciences and DISA Medinotec Proprietary Limited Incorporated was entered into after a market feasibility study
was conducted. Medical devices are registered with a fixed maximum sales price, which is regulated within South Africa. It was determined
that the profit split allowed between the two companies would be based on this approved market price, where DISA Lifesciences would be
allowed only to have 10% of the total sales value and DISA Medinotec Proprietary Limited Incorporated the remaining balance.
This profit split
was determined by a benchmark study that was completed by an external firm who compared the profit margins of a distribution/wholesale
business. The allowed profit margin was concluded as being within the appropriate benchmark and therefore arm’s length. The data
base used to determine the market related margin is the Worldwide Private Company Data Base from Thomson Reuters. Therefore, this agreement
is deemed to be market related and at arm’s length and compliant with. ASC 850-10-50-6 and ASC 850-10-50-5.
Sales between the
entities are settled on a regular basis and there are no long outstanding Accounts receivable.
Set forth below
is a table showing the Consolidated entities sales and accounts receivable for the year ended February 28, 2023 and year ended February
28, 2022 with DISA Lifesciences and Minoan Medical.
| |
February 28 2023 $ (audited) | |
For the period April 26, 2021 to February 28, 2022 $ (audited) |
DISA Life Sciences | |
| | | |
| | |
Sales | |
| 335,786 | | |
| 525,558 | |
Accounts receivable | |
| — | | |
| 1,242 | |
Minoan Medical | |
| | | |
| | |
Sales | |
| — | | |
| 465,695 | |
These transactions
occurred in the normal course of operations and are measured at the exchange amount, which is the amount of the consideration established
and agreed to by the related parties.
INFORMATION
REGARDING SECURITY HOLDERS
The following table sets forth,
as of December 5, 2024, the beneficial ownership of our common and preferred stock by each executive officer and director, by each person
known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Unless otherwise
noted, the address of each beneficial owner is located at Northlands Deco Park | 10 New Market Street | Stand 299 Avant Garde Avenue |
North Riding | 2169.
Title of class |
|
Name and address of beneficial owner (1) |
|
|
Number of shares - Beneficial ownership |
|
|
Percent of class (2) |
Common |
|
Gregory Vizirgianakis(3) |
|
|
4,750,179 |
|
|
40.5% |
Common |
|
Peter van Niekerk |
|
|
401,965 |
|
|
3% |
Common |
|
Stavros G. Vizirgianakis |
|
|
4,750,179 |
|
|
40.5% |
Common |
|
Joseph P. Dwyer |
|
|
0 |
|
|
0% |
Common |
|
Athanasios Spirakis |
|
|
12,073 |
|
|
0.1% |
Total of All Directors and Executive Officers (5persons): |
|
|
|
|
9,914,396 |
|
|
84.1% |
More Than 5% Beneficial Owners: |
|
|
|
|
|
|
|
|
NONE |
|
|
|
|
|
|
|
|
(1) |
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. |
(2) |
The percent of class is based on 11,733,750 voting shares as of December 5, 2024. |
(3) |
Includes 4,750,179 shares held in Medisol Limited, formed in Dubai, in which Gregory has beneficial ownership. |
PROPOSAL NO.
2
APPROVAL OF Mercurius & Associates LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Our independent registered public accounting firm for the fiscal year
ended February 28, 2024 is the firm of Mercurius & Associates LLP (“Mercurius & Associates”). Our Audit Committee
has appointed Mercurius & Associates as our independent registered public accounting firm for the fiscal year ending February 28,
2024. A representative of Mercurius & Associates is expected to attend the annual meeting and to have the opportunity to make a statement,
if he or she desires to do so, and is expected to be available to respond to appropriate questions submitted by stockholders in advance
of the annual meeting.
The Audit Committee, with the endorsement of the Board, recommends
that you ratify that appointment. Although approval is not required by our bylaws or otherwise, we are submitting the selection of Mercurius
& Associates to you for approval as a matter of good corporate practice. If the selection is not approved by a majority of the votes
cast on this proposal at the annual meeting, our Audit Committee will consider whether it is appropriate to select another registered
public accounting firm. Even if the selection is approved, our Audit Committee in its discretion may select a different registered public
accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our
stockholders.
Change in Certifying Accountant
On July 8, 2024, we dismissed BDO South Africa Inc. as our independent registered
public accounting firm and, on July 8, 2024, we engaged Mercurius & Associates LLP as our independent registered public accounting
firm.
THE
BOARD RECOMMENDS A VOTE “FOR” THE
APPROVAL OF THE APPOINTMENT OF Mercurius & Associates AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2024.
STOCKHOLDER PROPOSALS
The table below summarizes the requirements for stockholders who wish
to submit proposals or director nominations for our 2025 Annual Meeting of Stockholders. Stockholders are encouraged to consult Rule 14a-8 of
the Exchange Act and our bylaws, as appropriate, to see all applicable requirements.
|
|
Proposals for inclusion in
2025 Proxy Statement |
|
Other proposals/nominees
to be presented at the
2024 Annual Meeting* |
Type of proposal |
|
SEC rules permit stockholders to submit proposals for inclusion in our
2024 proxy statement by satisfying the requirements set forth in Rule 14a-8 of the Exchange Act |
|
Stockholders may present proposals or director nominations directly at the 2024
Annual Meeting (and not for inclusion in our proxy materials) by satisfying the requirements set forth in Article II, Section 2.13
of our bylaws** |
When proposal must be received by Medinotec |
|
No later than September 13, 2025 |
|
Not earlier than the close of business on November 19, 2025 and not later
than the close of business on December 18, 2025 |
Where to send |
|
Medinotec Inc., Northlands Deco Park, 10 New Market Street Stand 299, Avant Garde Avenue, North Riding, South Africa 2169 |
What to include |
|
The information required by Rule 14a-8 |
|
The information required by our bylaws** |
* SEC
rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline, and
in certain other cases notwithstanding the stockholder’s compliance with this deadline.
** Our bylaws
are available on our website located at www.Medinotec.com under “Investor Center.”
OTHER MATTERS
As of the date of this proxy statement, no other matter is known which
will be brought before the annual meeting. If any matter not described in this proxy statement is properly presented for a vote at the
meeting, the persons named in the accompanying proxy card will vote in accordance with their best judgment and discretion.
HOUSEHOLDING
In accordance with notices previously sent to many stockholders who
hold their shares through a broker, bank or other holder of record (“street-name stockholders”) and share a single address,
only one annual report and proxy statement is being delivered to that address unless contrary instructions from any stockholder at that
address were received. This practice, known as “householding,” is intended to reduce our printing and postage costs. However,
any such street-name stockholder residing at the same address who wishes to receive a separate copy of this proxy statement or the
accompanying annual report on Form 10-K may request a copy by contacting the broker, bank or other holder of record. Alternatively,
we will promptly deliver a separate copy of either of such documents if a street-name stockholder contacts us either by calling +27
87 330 2301 or by writing to Medinotec Inc., Northlands Deco Park, 10 New Market Street Stand 299,
Avant Garde Avenue, North Riding, South Africa 2169 Attn: Corporate Secretary.
Street-name stockholders who are currently receiving householded
materials may revoke their consent, and street-name stockholders who are not currently receiving householded materials may request
householding of our future materials, by contacting Broadridge Financial Services, Inc., either by calling toll free at (866) 540-7095 or
by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you revoke your consent, you will
be removed from the “householding” program within 30 days of Broadridge’s receipt of your revocation, and each
stockholder at your address will receive individual copies of our future materials.
v3.24.4
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|
Entity File Number |
333-265368
|
Entity Registrant Name |
Medinotec, Inc.
|
Entity Central Index Key |
0001931055
|
Entity Tax Identification Number |
36-4990343
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
Northlands Deco Park
|
Entity Address, Address Line Two |
10 New Market Street
|
Entity Address, Address Line Three |
Stand
299 Avant Garde Avenue
|
Entity Address, City or Town |
Johannesburg
|
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ZA
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Entity Address, Postal Zip Code |
2169
|
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2301
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- DefinitionIndicate if registrant meets the emerging growth company criteria.
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