ONEI OneMeta Inc (QB)

 

As filed with the Securities and Exchange Commission on March 6, 2025

 

Registration No. 333-283974

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

ONEMETA INC.

(Exact name of registrant as specified in its charter)

 

Nevada		7374		20-5150818
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

450 South 400 East, Suite 200

Bountiful, UT 84010

(702) 550-0122

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

UniSearch, Inc.

321 W. Winnie Ln. Ste. 104

Carson City, NV 89703

(775) 884-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

 

Rowland W. Day II, Esq. 465 Echo Bay Trail Bigfork, MT 59911 (949) 350-6500   Dane Johansen, Esq. Parr Brown Gee & Loveless, P.C. 101 South 200 East, Suite 700 Salt Lake City, UT 84111 (801) 532-7840

Joseph M. Lucosky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 (732) 395-4400

 

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large-accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

 

PROSPECTUS

SUBJECT TO COMPLETION

DATED MARCH 6, 2025

 

           Shares of Common Stock

           Pre-Funded Warrants to purchase up to Shares of Common Stock

 

 

OneMeta, Inc.

 

 

This is a public offering of shares of common stock of OneMeta Inc. Shares of our common stock are presently quoted on the OTCQB^® Venture Market under the symbol “ONEI”. We are offering            shares of our common stock at an assumed public offering price of $       per share which was the last reported closing sale price of our common stock on       , 2025. The final public offering price in this offering will be determined through negotiation between us and the underwriters in the offering and the recent market price used throughout this prospectus may not be indicative of the final offering price. All prices in this prospectus, give effect to a reverse stock split on the basis of one share for every           outstanding shares for each class of capital stock of the Company, effective             (the “Reverse Stock Split”). All share and per share information in this prospectus are presented after giving effect to the Reverse Stock Split retrospectively for all periods presented, unless otherwise stated or the context otherwise requires.

 

We are also offering to each purchaser whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our issued and outstanding shares of common stock immediately following the closing of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase shares of our common stock (the “Pre-Funded Warrants”), in lieu of shares of common stock. The purchase price per Pre-Funded Warrant is equal to the public offering price per share of common stock in this offering minus $0.0001. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell in this offering, the number of common stock that we are offering will be reduced on a one-for-one basis.

 

We are an “emerging growth company” and a “smaller reporting company”, each as defined in the federal securities laws and, therefore, we will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Smaller Reporting Company”.

 

In connection with this offering, the holders of our shares of Series B-1 Preferred Stock have agreed to convert all of their shares of Series B-1 Preferred Stock into common stock of the Company effective upon the closing of this offering. After the closing of this offering and the conversion of the all of the outstanding shares of Series B-1 Preferred Stock into common stock, our directors and executive officers will continue to control a majority of the voting power of our common stock. Specifically, Saul I. Leal and Rowland Day, our Chief Executive Officer and Chief Financial Officer, respectively, will together at the closing of the offering hold approximately      % of the outstanding shares of our common stock, assuming no exercise of the overallotment option and no issuance of any Pre-Funded Warrants in this offering. As a result, although we do not expect to rely on the “controlled company” exemption, we will be a “controlled company” as defined in the listing rules of Nasdaq, and as such we will qualify for exemptions from certain corporate governance requirements. See “Management — Controlled Company Exemption”.

 

We have applied to list the shares of our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ONEI”. If our application is not approved, we will not consummate this offering.

 

Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

Per Share of Common Stock

Per Pre-Funded Warrant

Total

Public offering price

$

$

$

Underwriting discounts and commissions(1)

$

$

$

Proceeds, before expenses, to us

$

$

$

 

(1)

Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of the offering payable to the representative of the underwriters. See “Underwriting” for additional information regarding underwriters’ compensation.

 

We have granted a 45-day option to the underwriters to purchase up to an additional shares of common stock and/or Pre-Funded Warrants solely to cover over-allotments, if any.

 

The underwriters expect to deliver the securities to purchasers on or about       , 2025.

 

ThinkEquity

 

The date of this prospectus is              , 2025

 

 

 

 

 

TABLE OF CONTENTS

 

	Page
ABOUT THIS PROSPECTUS	ii
MARKET DATA	iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	iv
PROSPECTUS SUMMARY	1
THE OFFERING	7
RISK FACTORS	10
USE OF PROCEEDS	22
DIVIDEND POLICY	23
CAPITALIZATION	24
DILUTION	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
DESCRIPTION OF BUSINESS	33
OUR MANAGEMENT	38
EXECUTIVE COMPENSATION	43
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	51
DESCRIPTION OF SECURITIES	52
SHARES ELIGIBLE FOR FUTURE SALE	57
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK	60
UNDERWRITING	64
LEGAL MATTERS	72
EXPERTS	72
WHERE YOU CAN FIND MORE INFORMATION	72
INDEX TO FINANCIAL STATEMENTS	F-1

 

 

ABOUT THIS PROSPECTUS

 

Throughout this prospectus, unless otherwise designated or the context suggests otherwise,

 

	●	all references to the “Company,” the “registrant,” “OneMeta,” “we,” “our,” or “us” collectively refer to OneMeta Inc., a Nevada corporation;
	●	all references to the “offering” refer to the public offering contemplated by this prospectus;
	●	“year” or “fiscal year” mean the Company’s fiscal year ending December 31; and
	●	all dollar or $ references when used in this prospectus refer to United States dollars.

 

The registration statement of which this prospectus forms a part that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information,” before making your investment decision.

 

You should rely only on the information provided in this prospectus or in any prospectus supplement or any free writing prospectuses or amendments thereto, or to which we have referred you, before making your investment decision. Neither we nor the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any related free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement, or any free writing prospectuses or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of common stock offered by this prospectus, any prospectus supplement or any free writing prospectuses or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or any free writing prospectuses or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document.

 

To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.

 

Neither the delivery of this prospectus nor any distribution of any of the shares of common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

 

Neither our Company, any of its officers, directors, agents or representatives, nor the underwriters, make any representation to you about the legality of an investment in our Company’s shares of common stock. You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our Company’s shares of common stock.

 

 

TRADEMARKS AND TRADE NAMES

 

This prospectus includes trademarks that are protected under applicable intellectual property laws and are the Company’s property. This prospectus also contains trademarks, service marks, trade names and/or copyrights of other companies, which are the property of their owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ™ symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks and trade names.

 

MARKET DATA

 

This prospectus includes estimates regarding market and industry data that we prepared based on our management’s knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable.

 

Our estimates presented elsewhere in this prospectus of our addressable market are based on multiple assumptions and our analysis of multiple sources, including publicly available information, academic articles, data from governmental agencies and reports by industry organization as well as on our internal estimates.

 

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products we distribute. Any such market data, information or forecast is subject to change and may prove to be inaccurate because of the method by which we obtain it or because it cannot always be verified with complete certainty given the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market shares, including those discussed in the sections of this prospectus entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”. In addition, customer preferences are subject to change.

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements. Forward-looking statements reflect the current view about future events. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions, or the negative of these terms or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

 

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

 

	●	the factors referenced in this prospectus, including those set forth under “Risk Factors” in this prospectus;
	●	our ability to consummate this offering and realize the anticipated benefits of this offering;
	●	the likelihood that we will consummate this offering;
	●	risks associated with our ability to consummate this offering;
	●	the risk that the anticipated benefits from this offering may not be realized or may take longer to realize than expected, including as a result of the failure to complete this offering;
	●	unexpected costs or unexpected liabilities that may arise from this offering, regardless of whether completed;
	●	the fact that we have a limited operating history;
	●	the expected growth of our business and our Company;
	●	estimates of our total addressable market and our expectations about market trends;
	●	whether we are able to achieve commercial success and market acceptance for our services;
	●	our expectations regarding competitive companies and technologies and our industry generally;
	●	our ability to manage and grow our business by expanding our commercial organization and increasing our sales to existing and new customers in current and new geographies;
	●	our ability to establish and maintain or enforce intellectual property protection for our products or services or avoid future claims of infringement;
	●	U.S. or foreign regulatory actions affecting artificial intelligence or software as a service generally;
	●	our ability to hire and retain key personnel;
	●	our ability to obtain additional financing in this or future offerings;
	●	the volatility of the trading price of our common stock;
	●	our expectations regarding the use of proceeds from this offering;
	●	our compliance with extensive Nasdaq requirements and government laws, rules and regulations both in the United States and internationally; and
	●	our expectations regarding the time during which we will be an emerging growth company and a smaller reporting company as defined in the federal securities laws.

 

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Given these risks and uncertainties, you are cautioned not rely on such forward-looking statements as predictors of future events. The forward-looking statements included elsewhere in this prospectus are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements included elsewhere in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements included elsewhere in this prospectus, they may not be predictive of results or developments in future periods.

 

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, changed circumstances, future events or otherwise, after the date of this prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. Before making an investment decision you should carefully consider the risks described below and the risks and uncertainties described in this prospectus and the other information set forth or incorporated by reference in this prospectus. Additional risks and uncertainties that we are unaware of or that we believe are not material at this time could also materially adversely affect our business, financial condition or results of operations. In any case, the value of our common stock could decline, and you could lose all or part of your investment. You should also refer to our financial statements and the notes to those statements, which are incorporated by reference in this prospectus. See also the information contained under the heading “Cautionary Statement Regarding Forward Looking Statements” above.

 

Risks Related to Our Operating History, Capital Structure, Financial Position and Capital Needs

 

The development of our technology, products, and services is highly competitive.

 

We will face intense competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products/services and thus may be better equipped than we are to develop and commercialize products/services. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products/services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.

 

We are an early-stage company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

 

We are an early-stage company. We only recently acquired our principal language interpretation and translation business in June of 2022. We face all the risks faced by newer companies, including significant competition from existing and emerging competitors, many of which are established and have better access to capital. In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors. We will need to transition from an early-stage company to a company capable of supporting larger scale commercial activities. If we are not successful in such a transition, our business, results, and financial condition will be harmed.

 

We have not been profitable to date, and we expect operating losses for the near future. For the years ended December 31, 2024 and 2023, we had net revenue of approximately $31,304 and $70,903, respectively, and incurred net losses of approximately $4,595,555 and $6,147,063, respectively. While we have recently entered into certain contracts for the distribution and sale of our language translation solutions, there can be no assurance that these contracts will yield the expected results, generate any revenue or that we will not continue to incur net losses in the future. We may not succeed in expanding our customer base and service offerings and even if we do, may never generate revenue that is significant enough to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Furthermore, we may not be able to control overhead expenses even where our operations successfully expand. Our failure to become and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings, or even continue our operations.

 

Our audited financial statements for the years ended December 31, 2024 and 2023 included a statement from our independent registered public accounting firm that there is substantial doubt about our ability to continue as a going concern, and a continuation of negative financial trends could result in our inability to continue as a going concern.

 

There is substantial doubt about our ability to continue as a going concern over the next twelve months and our independent registered public accounting firm has included a “going concern” explanatory paragraph in their report in our financial statements as of and for the years ended December 31, 2024 and 2023. The report is for the years ended December 31, 2024 and 2023 and does not take into account any proceeds we will receive in the proposed offering; however, if our operating results fail to improve, our financial condition will deteriorate which could render us unable to continue as a going concern.

 

We have a limited operating history from which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

 

We only recently acquired our language and interpretation business in June of 2022. Accordingly, we have no significant history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all of the business risks associated with a new enterprise. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of our technology and the results of our clinical data. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the Company’s business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.

 

 

New product development involves a lengthy, expensive and complex process.

 

There can be no assurance that we will be capable of developing and commercializing new products. New product development involves a lengthy, expensive and complex process. In addition, before we can commercialize any new product candidates, we will need to:

 

●	conduct substantial research and development;
●	test product viability; and
●	expend significant funds.

 

This process involves a high degree of risk and takes several years. Our product development efforts may fail for many reasons, including failure of the product at the research or development stage. In addition, as we develop product candidates, we will have to make significant investments in product development, marketing and sales resources.

 

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

 

Our growth has placed, and may continue to place, significant demands on our organizational, administrative, and operational infrastructure, including operations, quality control, technical support and customer service, sales force management and general and financial administration. As we continue to grow, we will need to make significant investments in multiple divisions of our company, including in sales, marketing, product development, information technology, equipment, facilities, and human resources. We will also need to improve our operational, financial and management controls as well as our reporting systems and procedures.

 

If we are unable to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business and our results of operations. Managing our planned growth effectively will require us to:

 

●	maintain a low cost of customer acquisition relative to customer lifetime value; and
●	successfully hire, train, and motivate additional employees, including additional personnel for our technology, sales and marketing efforts.

 

The expansion of our products and services and customer base may result in increases in our overhead and selling expenses. Any increase in expenditures in anticipation of future sales that do not materialize would adversely affect our profitability. In addition, if we are unable to effectively manage the growth of our business, the quality of our products may suffer and we may be unable to address competitive challenges, which would adversely affect our overall business, operations, and financial condition.

 

We have previously identified material weaknesses and significant deficiencies in our internal control over financial reporting for the years ended December 31, 2024 and 2023. If we experience additional material weaknesses in the future, we may not be able to accurately or timely report our financial condition or results of operations and investors may lose confidence in our financial reports and the market price of our common stock could be adversely affected.

 

We have identified material weaknesses and significant deficiencies in our internal control over financial reporting in connection with our assessment as of and for the years ended December 31, 2024 and 2023.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (1) inadequate segregation of duties and effective risk assessment; (2) insufficient written policies and procedures for documenting all transactions with vendors; (3) insufficient written policies and procedure for the approval, identification and reporting of related-party transactions; (4) inadequate internal control procedures over financial reporting, resulting in non-reliance on previously issued financial statements; and (5) inadequate written policies and procedures for documenting informal agreements.

 

 

In the course of preparing our fiscal year 2024 financial statements and reviewing comments from the Securities and Exchange Commission in relation to our Annual Report on Form 10-K for the year ended December 31, 2023, we identified errors in the financial statements of our unaudited financial statements for the periods ended June 30, 2024, and September 30, 2024 (the “Affected Periods”). The errors pertain to overstatements in general and administrative expenses and additional paid in capital amounting to approximately $576,160 for each of the six months ended June 30, 2023 and the nine months ended September 30, 2023, resulting from our using the stock price from our most recent offering rather than the market price. The impact of this error is limited to our results of operation, loss per share, and the error did not impact our revenue, or net equity. In light of these errors, we filed an amended and restated periodic report on Form 10-Q for the period ended September 30, 2024.

 

We have undertaken certain measures to address our internal control weaknesses, such as appointing independent directors to our board of directors. We plan to enact various additional measures using the proceeds of the offering and as we move from the product development phase to a more mature growth phase. In particular, our current Chief Financial Officer, Rowland W. Day II, is also our President and we plan to hire a dedicated Chief Financial Officer within the initial six months after completion of the offering and to hire additional accounting and operational staff as we expand our operations in the next few years. With these hires, we expect to continue to build a more experienced administrative organization with expertise to perform specific functions and to design and implement improved processes and internal controls. The planned remediation activities described above highlight our commitment to remediating our identified material weaknesses and will remain largely unchanged through the effective date of the registration statement of which this prospectus forms a part.

 

As we continue to evaluate and work to improve our internal control over financial reporting, our management may determine that additional or different measures to address control deficiencies or modifications to the remediation plan are necessary. Further, in the future we may determine that we have additional material weaknesses. Our failure to remediate the material weaknesses or failure to identify and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our common stock.

 

We will rely on our internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). More broadly, effective internal control over financial reporting is a necessary component of our business to seek to prevent and detect any fraud. Furthermore, as we grow, our business will likely become more complex, and we may require significantly more resources to develop and maintain effective controls. Designing and implementing an effective system of internal control over financial reporting is a continuous effort that requires significant resources, including the expenditure of a significant amount of time by senior members of our management team. Any failure to maintain effective internal control over financial reporting or to timely effect any necessary improvements to such controls could materially and adversely affect us. Additionally, ineffective internal control over financial reporting could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause stockholders to lose confidence in our reported financial information.

 

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until December 31, 2025. Moreover, as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of December 31, 2025 and the date that we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse if it is not satisfied with the level at which our controls are documented, designed or operating.

 

 

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

 

We have only recently become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

 

Risks Related to Our Business

 

We are dependent on our management team, and the loss of any key member of this team, or our failure to recruit and retain new personnel, may prevent us from implementing our business plan in a timely manner, or at all.

 

Our success depends largely upon the continued services of our executive officers and other key personnel, particularly our Chief Executive Officer, Saul Leal, and our President, Chief Financial Officer and Secretary, Rowland W. Day II. Our executive officers or key personnel could terminate their employment with us at any time without penalty. In addition, we do not maintain key person life insurance policies on any of our employees. The loss of one or more of these executive officers or key personnel could seriously harm our business and may prevent us from implementing our business plan in a timely manner, or at all.

 

Additionally, our expansion plans are contingent on our ability to successfully recruit and retain new personnel to meet the needs of our expanded operations. Any failure to recruit new personnel could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We may be unable to adequately protect our brand and our other intellectual property rights.

 

We regard our patents, brand, customer lists, trademarks, domain names, trade secrets and similar intellectual property as critical to our success. We may rely on U.S. and international trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. We might not be able to obtain protection in the United States or other countries for all our intellectual property. The protection of our intellectual property rights may require the expenditure of significant financial, managerial and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all our intellectual property rights. Any of our present or future patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Any of our presently pending or future patent and trademark applications may never be granted. To date, we have applied for patent protection with respect to our business and products (e.g., products, systems, and processes for automated translation and transcription). Even if we are granted one or more patents, there is no guarantee that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights. Even if they do, there is no guarantee that enforcement of our intellectual property will succeed in the courts, or that our intellectual property will be held valid if challenged during that process. Furthermore, our confidentiality agreements and other measures may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

 

We might be required to spend significant resources to apply for, obtain, monitor and protect, and enforce our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine or prove the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. Despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and results of operations.

 

 

In addition, our licensed technology platform may use open-source software. While we believe that our core AI translation and transcription datasets are proprietary and open-source models currently provide only supplementary functionality and verification, the use of such open-source software may subject us to certain conditions, including the obligation to offer, distribute, or disclose our licensed technology platform for no or reduced cost, make the proprietary source code subject to open-source software licenses available to the public, license our software and systems that use open-source software for the purpose of making derivative works, or allow reverse assembly, disassembly, or reverse engineering. We may periodically monitor our use of open-source software to avoid subjecting our technology platform to conditions we do not intend. However, if our licensed technology platform becomes subject to such unintended conditions, it could have a material adverse effect on our business, financial condition, and results of operations.

 

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights.

 

We may in the future be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to use certain technologies in the future. Companies in the technology industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use.

 

Any dispute or litigation regarding patents or other intellectual property could be costly and time consuming due to the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or could subject us to an injunction against development and sale of certain of our products or services. We may have to pay substantial damages, including damages for past infringement if it is ultimately determined that our products infringe on a third party’s proprietary rights. Even if these claims are without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from other business concerns. Any public announcements related to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed. Our intellectual property portfolio may not be sufficiently relevant or effective in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses we may rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in the future on favorable terms or at all.

 

We may not be able to enforce our intellectual property rights throughout the world.

 

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in obtaining, protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights. The loss of our patents, trademarks (e.g., the OneMeta brand or logo or other registered or common law trade names) or other intellectual property rights or a diminution in the perceived quality of products or services associated with the Company would harm our business. Our efforts to obtain or protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of intellectual property.

 

We face risks from artificial intelligence.

 

Our products and services use artificial intelligence-powered translation technology. The use of artificial intelligence in our business presents risks and challenges, including that artificial intelligence algorithms may be flawed, datasets may be insufficient, erroneous, stale, or contain biased information, or translations made by artificial intelligence systems may be discriminatory, offensive, illegal, or otherwise harmful. Artificial intelligence can be based on machine learning that uses inputs that give rise to claims of copyright infringement. These risks, deficiencies and other failures of artificial intelligence systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. In addition, there is no guarantee that our artificial intelligence powered translation products will be competitive or provide sufficiently fast and accurate translation services, so we could lose market share or be subject to harmful market feedback and reputational risk.

 

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

 

Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs to the Company, including reputational harm, and be a distraction to management and other employees.

 

We may be subject to significant liability that is not covered by insurance.

 

Although we believe that the extent of our insurance coverage is consistent with industry practice, any claim under our insurance policies may be subject to certain exceptions, may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover all losses incurred. If we were to incur substantial liabilities or if our business operations were interrupted for a substantial period, we could incur costs and suffer losses. Inventory, equipment, and business interruption losses may not be covered by our insurance policies. Additionally, insurance coverage may not be available to us at commercially acceptable premiums in the future, or at all.

 

If the reputation of our brand erodes significantly, it could have a material impact on our results of operations.

 

Our financial success is directly dependent on the consumer perception of our brand. The success of our brand may suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s image or its ability to attract consumers. Further, our results could be negatively affected if our brand suffers substantial damage to its reputation due to real or perceived quality issues or other actions by the Company or any of its executives. Our brand could also suffer if we fail to obtain the brand protection (e.g., trademarks) that we seek now or in the future. For example, if a competing company succeeds in opposing or canceling our trademarks, this could cause us to re-brand, which could cause significant costs and harm to the Company.

 

We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.

 

We believe that our future success depends, in part, on our ability to implement our growth strategy of leveraging our existing brand and products to drive increased sales. Our ability to implement this strategy depends, among other things, on our ability to:

 

	●	successfully register trademarks and obtain similar intellectual property protection for our brand;
	●	successfully compete in the product categories in which we choose to operate;
	●	introduce new and appealing products and successfully innovate on our existing products;
	●	develop and maintain consumer interest in our brand; and
	●	increase our brand recognition and loyalty.

 

 

We may not be able to implement this growth strategy successfully. Our planned marketing expenditures may not result in increased total sales or generate sufficient levels of consumer interest or brand awareness, and our high rates of sales and income growth may not be sustainable over time. Our sales and results of operations will be negatively affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

 

Technology failures or security breaches could disrupt our operations and negatively impact our business.

 

In the normal course of business, we rely on information technology systems to process, transmit, and store electronic information as well as in the delivery of our services to customers Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel and customers depend on information technology.

 

Our information technology systems may be vulnerable to a variety of interruptions, as a result of updating our enterprise platform or due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information, impede, or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm.

 

While we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks, or other security breaches to our computer systems, which could have a material adverse effect on our business, financial condition or results of operations.

 

Risks Related to this Offering

 

There is a limited existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity.

 

While our common stock is currently quoted on the Over-the-Counter markets (the “OTC”), there has been limited trading volume. An active market for our common stock may not develop following the completion of this offering, or if it does develop, may not be maintained. If an active trading market does not develop, or if the volume of trading in that market is limited, you may have difficulty selling any of our securities that you purchase. The public offering price for the securities will be determined by negotiations between us and the Representative of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may be unable to sell securities at prices equal to or greater than the price you paid in this offering.

 

Even if this offering is successful, we may need additional funding in order to grow our business.

 

To date, we have financed our operations through private placements of our equity and debt securities and borrowings under our revolving lines of credit. We have devoted substantially all our financial resources and efforts to developing our products, workforce, and manufacturing capabilities. Our long-term growth and success are dependent upon our ability ultimately to generate cash from operating activities. There is no assurance that we will be able to generate sufficient cash from operations or access the capital we need to grow our business. Our inability to obtain additional capital could have a material adverse effect on our ability to fully implement our business plan as described herein and grow our business, to a greater extent than we can with our existing financial resources.

 

Our principal shareholders will continue to own large percentages of our voting stock after this offering, which will allow them to control substantially all matters requiring shareholder approval.

 

Immediately prior to this offering, Rowland W. Day II, the Chairman of our board of directors and our President, Chief Financial Officer and Secretary, including indirectly through his family trust, beneficially owned in aggregate 49,849,610 shares of, or convertible into, our common stock, and Saul I. Leal, a Director and our Chief Executive Officer beneficially owned in aggregate 49,549,610 shares of, or convertible into, our common stock (in each case including 4,309,710 shares of our Series B-1 Preferred Stock on an as converted basis of 1 to 11 shares of our common stock), or 75.0% of our common stock collectively and, given the voting rights of the Series B-1 Preferred Stock of 35.2 to 1 share of our common stock, they collectively controlled approximately 90.3% of the voting power of our capital stock. In connection with this offering, Mr. Day and Mr. Leal have agreed to convert all of their shares of Series B-1 Preferred Stock they hold into common stock upon the completion of this offering and, accordingly, they will hold approximately           % of the total outstanding shares of common stock upon the completion of the offering assuming no exercise of the overallotment option and no issuance of any Pre-Funded Warrants in this offering. The interests of these principal shareholders may conflict with the interests of other shareholders and, if these shareholders act together, they would be able to elect at least a majority of our board of directors and to control all other matters requiring approval by shareholders, including the approval of mergers or other business combination transactions, going private transactions and other extraordinary transactions, and the terms of any of these transactions. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have an adverse effect on the market price of our common stock or prevent our shareholders from realizing a premium over the market price for their shares of common stock.

 

Our stock price may fluctuate significantly, and you may be unable to resell your shares at or above the offering price.

 

The trading price of our securities may be volatile and subject to wide price fluctuations in response to various factors, including:

 

●

market conditions in the broader stock market;

 

 

	●	actual or anticipated fluctuations in our quarterly financial statements and results of operations, or those of other companies in our industry;
	●	actual or anticipated strategic, technological, or regulatory threats, whether or not warranted by actual events;
	●	whether any securities analysts cover our stock;
	●	issuance of new or changed securities analysts’ reports or recommendations, if any;
	●	investor perceptions of our Company, the lithium battery and accessory industry;
	●	the volume of trading in our stock;
	●	changes in accounting standards, policies, guidance, interpretations, or principles;
	●	sales, or anticipated sales, of large blocks of our stock;
	●	additions or departures of key management personnel, creative, or other talent;
	●	regulatory or political developments, including changes in laws or regulations that are applicable to our business;
	●	litigation and governmental investigations;
	●	sales or distributions of our common stock by significant shareholders, the entity through which our controlling shareholder holds its investment, or other insiders;
	●	natural disasters and other calamities; and
	●	macroeconomic conditions.

 

Furthermore, the stock market has experienced extreme volatility that in some cases has been unrelated or disproportionate to the operating performance of particular companies. These and other factors may cause the market price and demand for our securities to fluctuate substantially, which may limit or prevent investors from readily selling their securities and it may otherwise negatively affect the liquidity of our securities. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

 

The market prices and trading volume of our shares of common stock may experience rapid and substantial price volatility, which could cause purchasers of our common stock to incur substantial losses.

 

Recently, the market prices and trading volume of shares of our common stock and the common stock of other small publicly traded companies with a limited number of shares available to purchasers, have experienced rapid and substantial price volatility unrelated to the financial performance of those companies. Similarly, subsequent to this offering, shares of our common stock may experience similar rapid and substantial price volatility unrelated to our financial performance, which could cause purchasers of our common stock in this offering to incur substantial losses, which may be unpredictable and not bear any relationship to our business and financial performance. Extreme fluctuations in the market price of our common stock may occur in response to strong and atypical retail investor interest, including on social media and online forums, the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our common stock and our other securities, access to margin debt, trading in options and other derivatives on our shares of common stock and any related hedging and other trading factors:

 

If there is extreme market volatility and trading patterns in our common stock, it may create several risks for investors in this offering, including the following:

 

	●	the market price of our common stock may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals;
	●	if our future market capitalization reflects trading dynamics unrelated to our financial performance or prospects, purchasers of our common stock could incur substantial losses as prices decline once the level of market volatility has abated; and
	●	if the future market price of our common stock declines, purchasers of shares of common stock in this offering may be unable to resell such shares at or above the price at which they acquired them. We cannot assure such purchasers that the market of our common stock will not fluctuate or decline significantly in the future, in which case investors in this offering could incur substantial losses.

 

 

Further, we may incur rapid and substantial increases or decreases in our common stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business. Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume of our common stock, including:

 

	●	actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings;
	●	our current inability to pay dividends or other distributions;
	●	publication of research reports by analysts or others about us or the industry in which we operate, which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;
	●	changes in market valuations of similar companies;
	●	market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;
	●	additions or departures of key personnel;
	●	actions by institutional or significant stockholders;
	●	short interest in our common stock or our other securities and the market response to such short interest;
	●	the dramatic increase in the number of individual holders of our common stock and their participation in social media platforms targeted at speculative investing;
	●	speculation in the press or investment community about our company or industries in which we operate;
	●	strategic actions by us or our competitors, such as acquisitions or other investments;
	●	investigations, proceedings, or litigation that involve or affect us;
	●	the occurrence of any of the other risk factors included in this registration statement of which this prospectus forms a part; and
	●	general market and economic conditions.

 

We do not anticipate paying dividends on our common stock in the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

 

We do not anticipate paying any dividends in the foreseeable future on our common stock. We intend to retain all future earnings for the operation and expansion of our business and the repayment of outstanding debt. Any future credit facilities we obtain will likely contain, restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to pay dividends and make other restricted payments. As a result, capital appreciation, if any, of our common stock may be your major, if not exclusive, source of gain for the foreseeable future. While we may change this policy at some point in the future, we cannot assure you that we will make such a change.

 

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

 

The trading market for our securities may be influenced by the research and reports that securities or industry analysts publish about us or our business (or the absence of such research or reports). There is no guarantee that such industry analysts will commence coverage of us or even if such analysts do commence coverage, if one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock prices or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade recommendations regarding our stock, or if our results of operations do not meet their expectations, our stock prices could decline and such decline could be material.

 

 

You may be diluted by the future issuance of additional common stock in connection with our 2023 Equity Incentive Plan, acquisitions or otherwise.

 

As of the date of this prospectus, we have 500,000,000 shares of common stock authorized of which 462,209,057 were unissued. Our articles of incorporation authorize us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Our 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”) authorizes issuance of an initial maximum of 5,000,000 shares of common stock, subject to annual increases on the first day of each fiscal year of no more than 5.0% of the total outstanding shares of common stock as of the last day of each fiscal year through 2033. Any common stock that we issue, including stock issued under our 2023 Equity Incentive Plan or other equity incentive plans that we may adopt in the future, as well as under outstanding options would dilute the percentage ownership held by the investors who purchase common stock in this offering.

 

Sales of substantial amounts of our securities in the public markets, or the perception that such sales might occur, could reduce the price of our securities and may dilute your voting power and your ownership interest in us.

 

If our existing stockholders sell substantial amounts of our securities in the public market following this offering, the market price of our securities could decrease significantly. The perception in the public market that our existing stockholders might sell securities could also depress our market price. Immediately prior to the initial closing of this offer and the conversion of all of the shares of Series B-1 Preferred Stock into common stock, we will have approximately 37,790,943 shares of common stock outstanding. We, our directors, executive officers and significant stockholders are subject to the lock-up agreements described in “Underwriting” and also to the Rule 144 (as defined below) holding period requirements described in “Shares Eligible for Future Sale”. Following the expiration of the applicable lock-up period, our principal stockholders will have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act of 1933, as amended (the “Securities Act”). After this offering (assuming no exercise of the underwriters’ overallotment option) and the expiration of the lock-up period, additional shares will be eligible for sale in the public market. The market price of shares of our common stock may drop significantly when the restrictions on resale by our existing stockholders lapse or when we are required to register the sale of our stockholders’ remaining shares of our common stock. A decline in the price of shares of our securities might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

 

Our costs could increase significantly as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

 

As a public company, we could incur significant legal, accounting and other expenses not incurred in previous years. In addition, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), as well as rules promulgated by the SEC and Nasdaq, require us to adopt certain corporate governance practices applicable to U.S. public companies. These rules and regulations may increase our legal and financial compliance costs.

 

Pursuant to Section 404 of Sarbanes-Oxley (“Section 404”), we will be required to furnish a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

 

Sarbanes-Oxley, as well as rules and regulations subsequently implemented by the SEC and Nasdaq, have imposed increased disclosure and enhanced corporate governance practices for public companies. Our efforts to comply with evolving laws, regulations and standards are likely to result in increased expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. We may not be successful in continuing to implement these requirements and implementing them could adversely affect our business, results of operations and financial condition. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our financial results on a timely and accurate basis could be impaired. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

 

Our management team has limited experience managing a public company.

 

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant reporting obligations and regulatory oversight, and the continuous scrutiny of investors and analysts. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, operating results and financial condition.

 

 

We are an “emerging growth company” and a “smaller reporting company” and have elected to comply with certain reduced reporting requirements applicable to emerging growth companies and smaller reporting companies, which could make our securities less attractive to investors.

 

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies.

 

As a result, our shareholders may not have access to certain information they may deem important. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of the following: (i) the last day of the first fiscal year in which our annual revenues were at least $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of this offering; (iii) the date on which we have issued more than $1.0 billion of non-convertible debt securities over a three-year period; or (iv) the last day of the fiscal year during which we meet the following conditions: (i) the worldwide market value of our common equity securities held by non-affiliates as of our most recently completed second fiscal quarter is at least $700 million; (ii) we have been subject to U.S. public company reporting requirements for at least 12 months; or (iii) we have filed at least one annual report as a U.S. public company.

 

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Emerging growth companies are exempt from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. An emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

 

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of shares of our common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

 

 

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution.

 

If you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the book value of your securities, because the price that you pay will be substantially greater than the net tangible book value per share of common stock and warrants to acquire shares of common stock that you acquire. The adjusted net tangible book value per share, calculated as of December 31, 2024 and after giving effect to the offering at an estimated public offering price of $          , is $           , resulting in dilution of your shares of $            per share of common stock.

 

You will experience additional dilution upon the exercise of options and warrants to purchase our common stock, including those options currently outstanding and possibly those granted in the future, and the issuance of restricted stock or other equity awards under our stock incentive plans. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial additional dilution. See “Dilution.”

 

There is no public market for the Pre-Funded Warrants being offered in this offering.

 

There is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to have the Pre-Funded Warrants listed on the Nasdaq or any national securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

 

Holders of the Pre-Funded Warrants offered hereby will have no rights as holders of shares of common stock with until such holders exercise their Pre-Funded Warrants and acquire shares of our common stock, except as otherwise provided in the Pre-Funded Warrants.

 

Until holders of the Pre-Funded Warrants acquire shares of our common stock upon exercise thereof, such holders will have no rights with respect to the shares of our common stock issuable upon exercise of such Pre-Funded Warrants, except to the extent that holders of such Pre-Funded Warrants will have certain rights to participate in distributions or dividends paid on our common stock as set forth in the Pre-Funded Warrants. Upon exercise of the Pre-Funded Warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

 

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley could have a material adverse effect on our business and stock price.

 

We are required to comply with certain SEC rules that implement Sections 302 and 404 of Sarbanes-Oxley, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we are required to disclose changes made in our internal control procedures on a quarterly basis, we take advantage of certain exceptions from reporting requirements that are available to “emerging growth companies” under the federal securities laws, each independent registered public accounting firm that performs an audit for us has not been required to attest to and report on our annual assessment of our internal controls over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company”. While we expect to be ready to comply with Section 404 of Sarbanes-Oxley by the applicable deadline, we cannot assure you that this will be the case. Furthermore, we may identify material weaknesses that we may be unable to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of Sarbanes-Oxley. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented, or amended from time to time, we may be unable to conclude that we have effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley. If we are unable to implement the requirements of Section 404 of Sarbanes-Oxley in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could have a material adverse effect on our business, prospects, results of operations, and financial condition.

 

Our management has broad discretion as to the use of the net proceeds from this offering.

 

Our management will have broad discretion in the application of the net proceeds of this offering. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this offering in ways that holders of the shares may not desire or that may not yield a significant return or any return at all. Our management not applying these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from this offering in a manner that does not produce income or that loses value. See “Use of Proceeds”.

 

We may not be able to satisfy listing requirements of Nasdaq or obtain or maintain a listing of our common stock on Nasdaq.

 

If shares of our common stock are listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we fail to meet any of Nasdaq’s continued listing standards, shares of our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting from Nasdaq may materially impair the ability of stockholders to buy and sell shares of our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, shares of our common stock. The delisting of shares of our common stock could significantly impair our ability to raise capital and the value of your investment.

 

 

As a “controlled company” under the rules of the Nasdaq Listing Rules, we may choose to exempt our Company from certain corporate governance requirements which could have an adverse effect on our public stockholders.

 

Upon completion of this offering, Rowland W. Day II, the Chairman of our board of directors and our President, Chief Financial Officer and Secretary, will beneficially own in aggregate 49,849,610 shares of our common stock, and Saul I. Leal, a Director and our Chief Executive Officer will beneficially own in aggregate 49,549,610 shares of our common stock (in each case including 4,309,710 shares of our Series B-1 Preferred Stock on an as converted basis of 1 to 11 shares of our common stock, which conversion will be effected upon completion of this offering), or 75.0% of our common stock collectively. Under the Nasdaq Listing Rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company”. A “controlled company” may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Listing Rules, the requirement that our director nominees must be selected or recommended to the Board for determination, by either a Nomination Committee comprised solely of independent directors or by a majority of the independent directors, the requirement that we have a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws, and the requirement that compensation of the chief executive officer must be determined, or recommended to the Board for determination, either by a Compensation Committee comprised of independent directors or by a majority of the independent directors on its Board of Directors and that compensation for all other officers must be determined, or recommended to the Board for determination, either by such Compensation Committee or a majority of the independent directors on the company’s Board of Directors. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board of Directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Our status as a controlled company could cause our common stock to look less attractive to certain investors or otherwise harm our trading price.

 

If shares of our common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

 

 

USE OF PROCEEDS

 

We estimate that we will receive net proceeds of approximately $            (or approximately $        if the underwriters’ overallotment option is exercised in full) from the sale of the shares offered by us in this offering, based on an assumed public offering price of $            per share, after giving effect to a proposed reverse stock split on the basis of one share for every            outstanding shares of common stock, as described elsewhere in this prospectus, and after deducting the estimated underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us and assuming no exercise of any Representative’s Warrants and no issuance of any Pre-Funded Warrants.

 

Each $1.00 increase or decrease in the assumed public offering price of $           per share, after giving effect to a proposed reverse stock split on the basis of one share for every               outstanding shares of common stock, as described elsewhere in this prospectus, would increase or decrease the net proceeds to us from this offering by $           , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

We intend to use the net proceeds from this offering for working capital and general corporate purposes, including operating expenses and capital expenditures. Accordingly, we will have broad discretion in using these proceeds. Pending the use of proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in short-term, investment grade, interest-bearing instruments. You will not have an opportunity to evaluate the economic, financial or other information on which we base our decisions regarding the use of these proceeds.

 

The use of the proceeds represents our management’s estimates based upon current business and economic conditions. We reserve the right to use the net proceeds we receive in the offering in any manner we consider to be appropriate. Although the Company does not contemplate changes in the proposed use of proceeds, to the extent we find that adjustment is required for other uses by reason of existing business conditions, the use of proceeds may be adjusted. The actual use of the proceeds of this offering could differ materially from those outlined above as a result of several factors including those set forth under “Risk Factors” and elsewhere in this prospectus.

 

We estimate that the net proceeds from this offering, together with our current cash and cash equivalents and cash receipts from sales, will be sufficient for us to fund our operating expenses and capital expenditure requirements through at least the next 12 months.

 

 

Dividend Policy

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, current and anticipated capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

 

Our ability to pay cash dividends on our common stock in the future may also be limited by the terms of any preferred securities we may issue or agreements governing any additional indebtedness we may incur.

 

 

CAPITALIZATION

 

The following table sets forth our cash and capitalization, as of December 31, 2024 on:

 

	●	an actual basis; and
	●	a pro forma as adjusted basis to give further effect to our issuance and sale of the             shares being sold in this offering at an assumed public offering price of $             per share, after giving effect to a proposed reverse stock split on the basis of one share for every                 outstanding shares of common stock, as described elsewhere in this prospectus, after deducting the estimated underwriting discounts and commissions, non-accountable expense allowance and our estimated offering expenses and assuming no exercise of the overallotment option and no sale of Pre-Funded Warrants.

 

The following table should be read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included in this prospectus.

 

		As of December 31, 2024
		Actual				Pro Forma As Adjusted(1)(2)
Cash		$	215,816			$
Total indebtedness		$	2,999,667			$
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value per share; 50,000,000 shares authorized,			-				-
Series A preferred stock, $0.001 par value, 2,068 shares authorized, 2,068 issued and outstanding			2
Series B-1 Preferred Stock, $0.001 par value, 8,619,420 shares authorized, 8,619,420 shares issued and outstanding			862
Common stock(2); $0.001 par value per share; 500,000,000 shares authorized; 37,790,943(2) shares issued and outstanding, actual;             shares issued and outstanding, pro forma;              shares issued and outstanding pro forma as adjusted			37,791
Additional paid-in capital			36,792,679
Accumulated deficit			(39,516,154	)
Total stockholders’ equity (deficit)			(2,684,820	)
Total capitalization		$	(314,847	)		$

 

	(1)	Assumes no exercise of the overallotment option or the Representative’s Warrants.
	(2)	37,790,943 shares of common stock were actually issued and outstanding as of December 31, 2024; immediately after the completion of the offering, there will be            shares of common stock issued and outstanding (assuming no exercise of the overallotment option or the Representative’s Warrants and no sale of the Pre-Funded Warrants) and giving effect to (i) the conversion of all 8,619,410 outstanding shares of B-1 Preferred Stock on a 1-for-11 basis into 94,813,620 shares of common stock of the Company upon the completion of the offering, (ii) conversion of the outstanding principal and interest under the Founder Notes into common stock of the Company at a per share price equal to a 25% discount to the per share price of the shares offered hereunder (the outstanding principal and interest under the Founder Notes are expected to aggregate approximately $606,000 as of April 11, 2025); and (iii) conversion of the 2025 Convertible Notes in aggregate principal amount of $1,000,000 into common stock of the Company at a price per equal to a 25% discount to the per share price of the shares offered hereunder but excluding (a) the 2,068 shares of our Series A Preferred Stock outstanding (which are convertible into shares of common stock on a 1-for-1.25 basis, aggregating 2,585 shares of common stock outstanding on an as-converted basis); (b) outstanding options to purchase approximately 4,415,000 shares of our common stock with a weighted average exercise price of $0.46 per share; and (c) outstanding warrants to purchase 350,000 shares of our common stock with a weighted average exercise price of $1.29 per share.

 

A $1.00 increase (decrease) in the assumed public offering price of $             per share, after giving effect to a proposed reverse stock split on the basis of one share for every           outstanding shares of common stock, as described elsewhere in this prospectus, would increase (decrease) each of additional paid-in capital, total stockholders’ (deficit) equity and total capitalization on an as adjusted basis by approximately $          , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the Representative’s Warrants and no sale of the Pre-Funded Warrants.

 

The number of shares of common stock outstanding as of December 31, 2024, as set forth in the table above excludes: (i) the 2,068 shares of our Series A Preferred Stock then outstanding (shares of Series A Preferred Stock are convertible into common on a 1-for-1.25 basis, aggregating 2,585 shares of common stock outstanding on an as-converted basis); (ii) 8,619,420 shares of our Series B-1 Preferred Stock outstanding (shares of Series B-1 Preferred Stock are convertible into common on a 1-for-11 basis, aggregating 94,813,620 shares of our common stock on an as converted basis); (iii) outstanding options to purchase approximately 4,415,000 shares of our common stock with a weighted average exercise price of $0.46 per share; (iv) outstanding warrants to purchase 350,000 shares of our common stock with a weighted average exercise price of $1.29 per share; (v)             shares of our common stock underlying the underwriters’ overallotment option; and (vi) warrants to purchase up to              shares of our common stock issuable to the Representative in connection with this offering at a price of 125% of the public offering price.

 

 

DILUTION

 

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. We calculate net tangible book value per share by dividing our net tangible book value, which is total tangible assets less our total liabilities, by the number of our outstanding shares of common stock as of December 31, 2024.

 

Our net tangible book value (deficit) as of December 31, 2024 was $(          ) and the total outstanding shares of common stock was 37,790,943. Accordingly, the net tangible book value as of December 31, 2024 was $(          ) per share of our common stock. Our net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities and convertible preferred stock, which is not included within our stockholders’ (deficit) equity. Historical net tangible book value per share represents net tangible book value (deficit) divided by the number of shares of our common stock issued as of December 31, 2024. This data is solely based on the historical amounts as shown in our balance sheet as of December 31, 2024.

 

After giving further effect to our sale of shares in this offering at an assumed public offering price of $           per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us for net proceeds of $          , or approximately $          per share. This represents an immediate increase in as adjusted net tangible book value per share of $            to our existing stockholders and an immediate dilution in as adjusted net tangible book value per share of approximately $             to new investors purchasing common stock in this offering. Dilution per share to new investors purchasing securities in this offering is determined by subtracting as adjusted net tangible book value per share after this offering from the assumed public offering price per share paid by new investors.

 

The following table illustrates this dilution on a per share basis as of December 31, 2024:

 

Assumed public offering price per share of common stock		$
Net tangible book value (deficit) per share December 31, 2024		$
Increase in unaudited as adjusted net tangible book value per share attributable to new investors purchasing shares in this offering
Unaudited as adjusted net tangible book value per share after this offering
Dilution per share to new investors purchasing shares in this offering		$

 

		Shares Purchased								Total Consideration								Average Price
		Number				Percent				Amount				Percent				Per Share
		(in thousands)
Existing stockholders								%		$						%		$
New investors								%								%
Total							100	%		$					100	%		$

 

The number of shares of common stock outstanding before this offering, as set forth in the table above, is based on 37,790,943 shares of our common stock outstanding immediately before this offering and excludes: (i) the 2,068 shares of our Series A Preferred Stock outstanding (which are convertible into common on a 1-for-1.25 basis, aggregating 2,585 shares of common stock outstanding on an as-converted basis); (ii) 8,619,420 shares of our Series B-1 Preferred Stock outstanding (which are convertible into common on a 1-for-11 basis, aggregating 94,813,620 shares of our common stock on an as converted basis and which the holders thereof have agreed to convert into common stock effective upon the completion of this offering); (iii) outstanding options to purchase approximately 4,415,000 shares of our common stock with a weighted average exercise price of $0.46 per share; (iv) outstanding warrants to purchase 350,000 shares of our common stock with a weighted average exercise price of $1.29 per share; (v)            shares of our common stock underlying the underwriters’ overallotment option; and (vi) warrants to purchase up to              shares of our common stock issuable to the Representative in connection with this offering at a price of 125% of the public offering price. Unless otherwise indicated, this prospectus reflects and assumes (i) No exercise of outstanding options or warrants described above; (ii) no sale of the Pre-Funded Warrants in this offering; and (iii) the Reverse Stock Split of one share for each             outstanding shares for each class of the capital stock of the Company as effected on             .

 

To the extent that options are issued and exercised, or shares are issued under our 2023 Equity Incentive Award Plan as described elsewhere in this prospectus, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion of our historical performance, financial condition and future prospects in conjunction with the financial statements and related notes included elsewhere in this prospectus. The information provided below supplements, but does not form part of, our historical financial statements. This discussion includes forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements, except as required by law.

 

Overview

 

OneMeta was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On July 10, 2022, the Company’s name was changed to OneMeta AI. On June 20, 2023, the Company’s name was changed to OneMeta Inc.

 

Business Summary

 

We develop and market artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. Our proprietary AI and machine learning architecture enable seamless translation and transcription of spoken and written words in seconds across multiple languages. Our VerbumSuite platform facilitates fluid and effective communication among individuals regardless of linguistic differences. With support for real-time conversations over-the-phone, virtual meetings, and online chats in over 140 languages and dialects, Verbum is reshaping how organizations, educational institutions, and customer service centers connect and collaborate. The Company develops and markets artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. Our focus is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior quality services to its customers. We intend to serve a wide variety of markets and customers and are focused on becoming a leader in the creation of products for the interpretation, translation, and transcription industries. Driven by a vision to create a more understanding world and revolutionize global communication, we are committed to solving complex problems with practical solutions. We recognize that artificial intelligence has the potential to turn good decisions into great ones, and we strive to harness this potential to drive positive change across industries.

 

Critical Accounting Policies and Estimates

 

Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Form 10-K.

 

Financial Operations Overview

 

Revenue

 

The Company is in a product development stage and has generated very limited revenue in the past, primarily by providing its language translation services to a limited number of customers. The Company expects to commence generating revenue pursuant to certain contracts into which it has recently entered:

 

	●	On October 8, 2024, the Company entered into an “Original Equipment Manufacture” agreement with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. Nice is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language transaction solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The Agreement has an exclusivity period of eighteen months and an initial term of three years.
	●	One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party.
	●	On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non-sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers.

 

The Company is currently in the “proof of concept” phase with respect to the inContact, Genesys and Five9 agreements and expects to begin generating revenue from these agreements in the near future; however, there can be no assurance that these contracts will yield the expected results or generate any revenue. In general, the Company intends to generate revenue through the following sources:

 

	●	Subscription Model: The Company may offer its interpretation and translation services to customers on a subscription basis, with customers paying a monthly or annual fee to access the service.
	●	Pay-Per-Use Model: The Company may generate revenue on a pay-per-use model, where customers pay for interpretation or translation services on a per-minute or per-word basis.
	●	Licensing: The Company may license its proprietary NLP technology and architecture to other companies for a fee.
	●	Training and Education: The Company generates revenue by offering training and education services related to interpretation and translation, such as online courses and in-person workshops.
	●	Consultancy Services: The Company may generate revenue by offering consultancy services related to interpretation and translation, such as advising clients on best practices or providing customized solutions to meet their specific needs.
	●	Partnerships and Collaborations: The Company may form both formal and informal relationships with other businesses or organizations to offer joint interpretation and translation services and generate revenue through a revenue-sharing agreement.

 

We currently have limited customer relationships and revenue. Although we currently have multiple discussions underway, there can be no assurance of us entering into additional service agreements and business relationships.

 

Operating Expenses

 

Operating expenses consist primarily of research and development, salaries and benefits, infrastructure and equipment, professional services and distribution and delivery.

 

 

	●	Research and Development: Developing and maintaining the proprietary NLP technology and architecture will be a significant future expense for the Company. This will include expenses related to hiring and retaining top talent, conducting research and development, and investing in technology infrastructure and equipment.
	●	Salaries and Benefits: The Company plans to invest in hiring and retaining additional employees to perform various functions, such as software development, customer support, sales, and administration. This will include salaries, benefits, and other employee-related expenses.
	●	Infrastructure and Equipment: The Company will invest in technology infrastructure and equipment to support its software development and distribution operations. This will include expenses related to servers, software licenses, hardware, and office equipment.
	●	Professional Services: Depending on the Company’s needs, it may need to engage professional services such as legal, accounting, or consulting services, which would be an expense for the Company.
	●	Distribution and Delivery: The Company will need to invest in distribution and delivery methods for its products, such as software updates, shipping, or online delivery. This will include expenses related to logistics, software licensing, or server maintenance.

 

Total Other Expense

 

Other expense consists primarily of interest expense from amortization of debt discounts, and other income from interest earned on notes receivable. It also includes any gains and loss attributable to the changes in fair market value from the derivative liabilities associated with the issuance of convertible notes.

 

Results of Operations

 

Comparison of the year ended December 31, 2024 to the year ended December 31, 2023

 

The following table summarizes selected items from the statement of operations for 2024 and 2023.

 

		Year ended December 31,
		2024				2023
Revenue		$	31,304			$	70,903
Total revenue			31,304				70,903
Operating expenses:
Research and development			869,899				757,267
General and administrative			2,937,425				4,074,187
Advertising and marketing			92,688				192,747
Legal and professional			625,957				464,930
Impairment expense			-				685,666
Total operating expenses			4,552,969				6,174,797
Loss from operations			(4,521,665	)			(6,103,894	)
Other expense:
Interest expense			(73,890	)			(43,169	)
Total other expense			(73,890	)			(43,169	)
Net loss		$	(4,595,555	)		$	(6,147,063	)

 

Revenue

 

Our revenue for 2024 was $31,304 as compared to $70,903 for 2023, a decrease of $39,599 or 55.8%. Our revenue decreased from 2023 to 2024 due to an overall decrease in the services delivered; however, we had little revenue for both years as our products have been in the development stage and we have not secured any significant customer contracts.

 

Operating Expenses

 

Our total operating expenses for 2024, were $4,552,969, compared to $6,174,797 for 2023, a decrease of $ 1,621,828, or 26.3%. The decrease in our operating expenses was primarily a result of a decrease in general and administrative expenses, from $4,074,187 for 2023 to $2,937,425 for 2024, which, in turn, was primarily attributable to the additional issuance of 1,772,800 shares of common stock and 2,946,074 shares of Series B-1 Preferred Stock in 2023 to Saul Leal, pursuant to an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, as stock based compensation to award Mr. Leal’s performance in integrating Metalanguage’s business into the Company following its Acquisition by the Company. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.

 

Other Expense

 

Other expense was $73,890 for 2024, compared to $43,169 for 2023, an increase of $30,721. This increase was from increased interest expenses which, in turn, was attributable to increased borrowings from 2023 to 2024.

 

Net Loss

 

Net loss for 2024 was $4,595,555, compared to $6,147,063 for 2023, a decrease of $1,551,508 or 25.2%. The decrease in net loss was primarily due to a $1,621,828 decrease in operating expenses.

 

 

Liquidity and Capital Resources

 

The following table summarizes our total current assets, liabilities and working capital as of December 31, 2024 and 2023.

 

		As of December 31,
		2024				2023
Current Assets		$	314,847			$	1,143,690
Current Liabilities		$	2,999,667			$	1,025,919
Working Capital (Deficit)		$	(2,684,820	)		$	117,771

 

As of December 31, 2024, we had a working capital deficit of $2,684,820. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from common stock sales and debt financing. While these sources of capital have primarily been from third party investors, they have also included loans from Mr. Rowland W. Day II, our President and CFO. In connection with this offering, Mr. Day has agreed, upon completion of the offering, to convert all principal and interest under the Founder Notes into common stock of the Company at a 25% discount to the price each share of our common stock is offered in this offering. The outstanding principal and interest under the Founder Notes are expected to aggregate approximately $606,000 as of April 11, 2025.

 

As of December 31, 2024, we had cash of $215,816, total liabilities of $2,999,667, and an accumulated deficit of $39,516,154. As of December 31, 2023, we had cash of $1,129,935, total liabilities of $1,025,919, and an accumulated deficit of $33,908,796.

 

We believe that our existing cash, funds from this offering, and expected revenues will be sufficient to meet our capital requirements and fund our operations for the next 12 months. Where this offering is unsuccessful, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements. If we fail to increase our revenue, raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue our operations or the development and commercialization of one or more of our products. Where this offering is successful, we may decide to raise additional financing, in addition to the net proceeds from this offering, to support further growth of our operations.

 

Common Stock Sales

 

During the year ended December 31, 2024, we sold 969,500 shares of our common stock for aggregate proceeds of $725,600.

 

During the year ended December 31, 2023, we sold 6,023,067 shares of our common stock for aggregate proceeds of $3,107,120.

 

Funding Requirements

 

We use our cash to fund our operations, which primarily include the costs of our operating expenses, including general and administrative expenses, advertising and marketing, legal and professional, and research and development. We expect our operating expenses to increase for the foreseeable future as we continue to invest in expanding our research and development initiatives and as we continue to expand our sales and marketing infrastructure and programs to both drive and support anticipated sales growth. In addition, we expect our general and administrative expenses to increase for the foreseeable future as we hire personnel and expand our infrastructure to both drive and support the anticipated growth in our organization. We also expect to incur additional expenses as a result of operating as a public company and also expect to increase the size of our administrative function to support the growth of our business. The timing and amount of our operating expenditures will depend on many factors, including:

 

	●	the research and development activities we intend to undertake in order to improve our existing products and development new products and solutions;
	●	the costs of our ongoing commercialization activities in the United States and elsewhere, including expanding territories, increasing sales and marketing personnel, actual and anticipated product sales, and marketing;
	●	whether or not we pursue acquisitions or investments in businesses, products or technologies that are complementary to our current business;
	●	the degree and rate of market acceptance of our products;
	●	the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
	●	the costs of defending against any possible legal claims against the Company, including potential infringement claims or other intellectual property disputes and related diligence and analysis;

 

 

	●	our need to implement additional infrastructure and internal systems;
	●	the emergence of competing products or other adverse market developments;
	●	the expenses needed to attract and retain skilled personnel; and
	●	the costs associated with being a public company.

 

We have based this estimate on assumptions that may prove to be incorrect, and we could utilize our available capital resources sooner than we expect. We may seek to raise any necessary additional capital through public or private equity offerings or debt financings, credit or loan facilities or a combination of one or more of these or other funding sources. Additional funds may not be available to us on acceptable terms or at all. If we fail to obtain necessary capital when needed on acceptable terms, or at all, we could be forced to delay, limit, reduce or terminate our product development programs, commercialization efforts or other operations. If we raise additional funds by issuing equity securities, our stockholders will suffer dilution and the terms of any financing may adversely affect the rights of our stockholders. In addition, as a condition to providing additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders. If we raise additional capital through collaborations agreements, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product or grant licenses that may not be favorable to us. Debt financing, if available, is likely to involve restrictive covenants limiting our flexibility in conducting future business activities, and, in the event of insolvency, debt holders would be repaid before holders of our equity securities received any distribution of our corporate assets.

 

Cash Flow

 

The following table sets forth the primary sources and uses of cash for the periods presented below:

 

		Year Ended December 31,
		2024				2023
Net cash used in operating activities		$	(2,611,244	)		$	(2,377,888	)
Net cash used in investing activities			-				-
Net cash provided by financing activities			1,697,125				3,107,120
Net change in cash		$	(914,119	)		$	729,232

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities was $2,611,244 for 2024, compared to $2,377,888 for 2023, an increase of $233,356. The increase from 2023 to 2024 was primarily attributable to the shares issued in 2023 for the prior year software acquisition as partially offset by the decrease in net loss from 2023 to 2024.

 

Net Cash Used in Investing Activities

 

We had no net cash used in investing activities for 2024 or 2023.

 

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities was $1,697,125 for 2024, compared to $3,107,120 for 2023, a decrease of $1,409,995. The decrease in cash provided by financing activities was primarily attributable to decreased sales of our common stock which were partially offset by increases in proceeds from senior secured notes payable to a related party.

 

Off-Balance Sheet Arrangements

 

We did not have any off-balance sheet arrangements, such as structured finance, special purpose entities, or variable interest entities during the years ended December 31, 2024 and 2023.

 

Critical Accounting Estimates

 

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

 

While our significant accounting policies are more fully described in Note 2 of our financial statements included in this prospectus, we believe the following discussion addresses our most critical accounting policies and estimates, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective and complex judgments.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:

 

●	Identification of the contract with a customer
●	Identification of the performance obligations in the contract
●	Determination of the transaction price
●	Allocation of the transaction price to the performance obligations in the contract
●	Recognition of revenue when, or as, the Company satisfies a performance obligation

 

Stock-Based Compensation

 

All stock-based awards to employees and non-employee contractors, including any grants of stock and stock options, are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Stock based awards to non-employees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date.

 

 

We estimate the fair value of each stock-based award containing service and/or performance conditions on the grant date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend yield. There is no active external or internal market for our common stocks. The assumptions used in our Black-Scholes option valuation model represent management’s best estimates at the time of measurement. These estimates are complex and involve several variables, uncertainties, and assumptions and the application of management’s judgment. If any assumptions change, our stock-based compensation expense could be materially different in the future. Thus, it was not possible to estimate the expected volatility of our stock price in estimating fair value of options granted. Accordingly, as a substitute for such volatility, we used the historical volatility of the common stock of other companies in the same industry over a period commensurate with the expected term of the options awarded. We use the simplified method of calculation for estimating expected term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. We do not anticipate that dividends will be distributed in the near future. Forfeitures are recorded as they occur, and when they occur compensation expense previously recognized is reversed in the period of the forfeiture. Option awards are generally granted with an exercise price equal to the fair value of our common stock at the date of grant.

 

Because there has been a limited existing market for our common stock, the fair value of the common stock underlying the stock options has historically been determined at the time of grant of the stock option by considering a number of objective and subjective factors, including sales of common stocks, third-party valuations performed, important developments in our operations, actual operating results and financial performance, the conditions in the translation and transcription industry and the economy in general, and the stock price performance, volatility of comparable public companies, and an assumption for a discount for lack of marketability, among other factors.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. As of December 31, 2024 and 2023, there were no cash equivalents.

 

Use of Estimates

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of stock-based compensation and long-term customer contacts.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.

 

Basic and Diluted Loss Per Share

 

Basic loss per share of common stock is computed by dividing net loss available to shareholders by the weighted-average number of shares outstanding during the period. Diluted loss per share of common stock is determined using the weighted-average number of shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the year ended December 31, 2024 and 2023, reflected in the accompanying statement of operations.

 

 

Emerging Growth Company

 

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and, accordingly, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, while we are an emerging growth company, we will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not emerging growth companies. As a result, our financial statements and interim financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

We will remain an emerging growth company until the earliest of (i) the last day of our first fiscal year in which we have total annual gross revenues of $1.235 billion or more, (ii) the last day of the first fiscal year in which we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, with at least $700 million of equity securities held by non-affiliates as of the end of the last business day of the second quarter of that fiscal year, (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities, or (iv) the last day of our fiscal year after the fifth anniversary of the date of the completion of this offering.

 

Smaller Reporting Company

 

We are also a smaller reporting company as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation and, if we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

 

Going Concern

 

Our audited financial statements for the years ended December 31, 2024 and 2023, included a statement from our independent registered public accounting firm that there is a substantial doubt about our ability to continue as a going concern, and a continuation of negative financial trends could result in our inability to continue as a going concern.

 

 

BUSINESS

 

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “OneMeta,” “the Company,” “we,” “us,” and “our” in this prospectus refer to OneMeta Inc.

 

Company Overview

 

Business Summary

 

We develop and market proprietary artificial intelligence (AI) based products that eliminate language barriers in daily communications through real-time voice-to-voice interpretation and translation services using natural language processing (NLP) technology. Our proprietary AI and machine learning architecture enables seamless high quality, accurate, and efficient multi-modal translation and transcription of spoken and written words across 140+ languages in seconds. This architecture is built using a combination of: (i) internal proprietary datasets gathered and processed by the Company for training and optimizing our AI models; (ii) publicly available open-source language models and third-party-based models to which the Company applies its own proprietary dataset to train the models with organic and synthetic data to supplement the Company’s models; and (iii) in certain areas, pretrained models or APIs from third-party providers to enhance specific capabilities, such as dialect recognition or cultural adaptation. With respect to third-party resources, the Company complies with all applicable license and agreements governing permitted commercial use of such sources. We currently use open-source models solely for research and development purposes—to benchmark and validate our proprietary AI models--open-source models are not embedded in our commercial products. We use third-party large language models (LLMs) through standard API agreements with providers such as Google Cloud AI and Microsoft Azure AI primarily to aid in specific language processing optimization; however, our core AI translation and transcription datasets are proprietary, ensuring independence from third-party providers for mission-critical functions and protecting our competitive advantage.

 

Our focus is to develop and commercialize the fastest and most accurate translation service capabilities to provide superior user experiences than similar transcription and closed captioning products available on the market. Our technology addresses critical gaps in global communication by providing an affordable, scalable, and user-friendly alternative to traditional language solutions. Our propriety design ensures high accuracy (up to 95%) and low latency (under one second), delivering seamless real-time communication, as determined from internal benchmarks conducted under real-world conditions using diverse datasets across over 120 languages and testing protocols designed to simulate common use cases in multilingual communication.

 

Our VerbumSuite platform facilitates fluid and effective communication among individuals regardless of linguistic differences. With support for real-time conversations over-the-phone, virtual meetings, and online chats in over 140 languages and dialects, we believe Verbum is reshaping how organizations, educational institutions, and customer service centers connect and collaborate. While transcription and closed captioning provide textual representations of spoken words, they do not enable live dialogue in multiple languages. Our voice-to-voice translation fosters immediate, dynamic interactions, allowing participants to communicate as if speaking the same language. Real-time voice translation allows individuals to converse fluidly without delays or language barriers, fostering direct collaboration and enhancing productivity. AI models powered by Natural Language Understanding (NLU) adapt translations based on regional dialects and cultural context, ensuring accurate and culturally appropriate interpretations. This mitigates risks of miscommunication or unintentional offense. Voice-to-voice AI also eliminates barriers for users who are illiterate or have disabilities that prevent them from reading captions, enabling universal participation in conversations and events.

 

We intend to serve a wide variety of markets and customers and focus on becoming a leader in the creation of products for the interpretation, translation, and transcription industries. Driven by a vision to create a more understanding world and revolutionize global communication, we are committed to solving complex problems with practical solutions.

 

 

Our Mission

 

Our Mission is to elevate communication with AI solutions that enable a world where communication is borderless allowing people to connect, collaborate, and thrive regardless of language. We understand the power of artificial intelligence in transcending language barriers and enhancing human interaction. Where innovation meets practicality in the realm of multilingual communication, we believe that we are pioneers in developing cutting-edge technologies that address everyday communication challenges with unprecedented efficiency.

 

Our Market Opportunity

 

We believe that we are well positioned to capitalize on the growing $58.9 billion language services market (as estimated in a publicly available 2023 report by Cognitive Market Research). With our AI-driven Verbum solutions, we offer real-time, over-the-phone translation, live event captioning, and online meeting transcription services. These products are designed to serve multiple sectors, including legal, education, finance, and healthcare, with a specific focus on enhancing communication across language barriers. Businesses offering multilingual support can improve internal alignment, customer satisfaction, retention, and brand reputation in diverse markets.

 

The language services market is estimated to grow at a compound annual growth rate of 6.2% from 2023-2030 according to a publicly available 2023 report by Cognitive Market Research, driven by increased cross-border contact from globalization, growing multinational businesses, remote work, e-commerce and multilingual customer service as well as government programs that support accessibility and multilingualism. Additionally, governments and organizations are mandating language accessibility, including subtitles for hearing-impaired individuals and translation of public information for diverse populations. Advances in NLP technology are expected to accelerate this growth by making language services faster, cheaper, and more accurate, driving adoption across industries.

 

Our Products

 

Our current VerbumSuite products described in detail below are built on our proprietary and patented systems and methods for substantially real-time speech, transcription, and translation technology. We are also developing additional proprietary products and features to expand the service capabilities built on our core technological foundation.

 

Verbum. Verbum supports real time web-based conversations, discussions, meetings, and online chats in 140 languages, enabling fluent and effective communication among individuals that do not speak the same language. This product is distributed through our online platform, direct sales to businesses and organizations, and we are attempting to develop partnerships with existing video conferencing providers. The competitive position is against other video conferencing providers that also offer live interpretation services, such as Microsoft Teams, Zoom and Google Meet. We believe our main competitors are organizations that supply human interpreters which can be ten times more expensive than our Verbum product. The Verbum product is available to customers at a wholesale price of $0.30 to $0.36 per minute, as compared to human interpreters, which can range from $45.00 to $150.00 per hour, or $1.25 to $3.00 per minute.⁽¹⁾ The primary market for our Verbum product is for organizations or individuals that require real-time interpretation services.

 

(1) As reported in “Medical Interpreters in Outpatient Practice”, available at https://pmc.ncbi.nlm.nih.gov/articles/PMC5758324/.

 

 

 

VerbumOnSite^TM - real time translation powered by AI.

 

	●	Multilingual Events - unlocks the power of seamless communication at live events through real-time translation and captioning services. Attendees can effortlessly scan a QR code to access real-time captions in over 140 languages directly on their phones.
	●	Ease of Integration - integrates into the event setup, ensuring a smooth and hassle-free experience for organizers and attendees. User-friendly, web-based design and compatibility incorporates powerful multilingual features without technical complexities.
	●	Inclusive Communication - committed to breaking language barriers and making events accessible to all such as for those with hearing disabilities. Our solution provides real-time, multilingual closed captions, ensuring full engagement in conversations and presentations and fostering an inclusive event experience.
	●	Currently available for use in live events requiring multilingual support.

 

VerbumCall^TM - AI-powered over-the-phone interpretation with no app or internet required.

 

	●	Multilingual Calls - unlocks the power of seamless communication over the phone; similar to having a translator readily available in 140+ languages. VerbumCall transforms any mobile device into a personal translator without the need for internet connection or additional applications.
	●	Ease of Integration - integrates into the users current systems incorporating powerful multilingual calls without technical complexities.
	●	Scalable & Confidential - offers a scalable solution that adapts to the users business needs, whether making one call or thousands of calls. Our AI-powered conversations enable calls to be private and secure, ensuring business communications are confidential and protected.
	●	Currently available for integration with major Contact Center as a Service (CCaaS) providers.

 

 

Verbum^TM for Microsoft Teams - AI Translation for Multilingual Meetings.

 

	●	Enhances the Microsoft Teams experience by facilitating multilingual groups to come together in meetings. Enables collaborators from all over the world to work together without language barriers. Each attendee chooses the language that they will be speaking in and the language in which they want to see captions and chat. As each person speaks in their preferred language from a list of 140+ languages, it is translated in near real-time for the rest of the group.
	●	When a user selects their preferred language, it does not impact the other users in the meeting. The system allows each user to understand and be understood using their preferred language.
	●	Translates chat messages into 3 selected languages in near real-time to allow flow of communication.
	●	Enables a transcript function allowing the user to upload documents that can be translated into 95+ languages and shared with the whole team.
	●	No formal legal or commercial agreement is required with Microsoft for the operation of this product within Microsoft Teams. The Company fully complies with Microsoft’s comprehensive development, publishing, and certification standards to ensure functionality, security and accessibility.
	●	Integration with Microsoft Teams is achieved through Microsoft Teams APIs and compliance with a detailed manifest that undergoes thorough third-party review. The manifest governs Verbum’s features and ensures secure, real-time multilingual translation capabilities, including captions and chat translations for over 120 languages. Verbum interacts with Microsoft Teams by processing real-time meeting audio and chat data (with user permission) to deliver high-accuracy, AI-powered translations directly within the Microsoft Teams interface.
	●	Fully operational and available to users.

 

 

Verbum SDK. Verbum Software Developer Kit allows software programmers, potential channel partners, and corporate development teams to integrate our powerful multilingual communications platform Verbum™ — into new or existing Software-as-a-Service applications and/or client/server programs, helping them remove communications barriers for multinational organizations and/or those serving customers who speak/read different languages. This product may be distributed through partnerships with software developers or through direct sales to businesses and organizations that require interpretation services for their software. The competitive position would be against other software development kit providers that also offer interpretation services, such as Microsoft Azure or Amazon Translate. The expected market for this product is software developers and businesses that require interpretation services for their software applications.

 

Revenue Model

 

In general, the Company intends to generate revenue through the following sources:

 

	●	Subscription Model: The Company may offer its interpretation and translation services to customers on a subscription basis, with customers paying a monthly or annual fee to access the service.
	●	Pay-Per-Use Model: The Company may generate revenue on a pay-per-use model, where customers pay for interpretation or translation services on a per-minute or per-word basis.
	●	Licensing: The Company may license its proprietary NLP technology and architecture to other companies for a fee.
	●	Training and Education: The Company generates revenue by offering training and education services related to interpretation and translation, such as online courses and in-person workshops.
	●	Consultancy Services: The Company may generate revenue by offering consultancy services related to interpretation and translation, such as advising clients on best practices or providing customized solutions to meet their specific needs.
	●	Partnerships and Collaborations: The Company may form both formal and informal relationships with other businesses or organizations to offer joint interpretation and translation services and generate revenue through a revenue-sharing agreement.

 

Sales & Marketing

 

Our sales and marketing strategy focuses on targeting clients and channel partners that are leaders in high-demand sectors such as: Global CCaaS providers (Contact Center as a Service), Global BPO providers (Business Process Outsource), GSI (Global System Integrators) that are in industries such as healthcare, banking, finance, government, education and worldwide religious institutions. Sales and marketing will play a critical role in the next phase of our growth, with investments in our team and leadership. We see significant opportunities to grow into new markets and verticals. Increased sales and marketing efforts will enable us to capitalize on the momentum that we are building, and we expect to continue expanding resources to grow our team.

 

 

Our Growth Strategy

 

OneMeta’s growth strategy includes expanding its technological capabilities to support more languages and refining AI language models to improve accuracy to up to 95%. The Company plans to enhance user experience by integrating its services seamlessly across platforms like Microsoft Teams.

 

OneMeta aims to grow its market share by targeting essential services sectors such as financial institutions, legal services, healthcare providers, and government agencies, providing essential communication tools for multilingual interactions. Moreover, integration with software cloud providers is a key area of focus as we look to deploy our technology in what Reportlinker estimated to be a $339 billion call center industry as of 2020. We see the market for voice-to-voice translation as a blue ocean, due to the lack of alternatives currently available on the market. We also anticipate the benefit of first movers’ advantage due to the quality of relationships we have developed with key sales channel distributors and video conference providers.

 

Key Strategic Global Partnerships

 

The Company has recently entered into several strategic partnerships:

 

	●	On October 8, 2024, the Company entered into an “Original Equipment Manufacture” agreement with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. Nice is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language transaction solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The Agreement has an exclusivity period of eighteen months and an initial term of three years.
	●	One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party.
	●	On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers.

 

Additionally, the Company’s other customers include HSBC, Organization of American States, the World Congress of Families, SmartCities-NYV, the International Institute of Communications and the United Nations.

 

Competition

 

The artificial intelligence language translation industry is nascent and characterized by rapidly advancing technologies and a strong emphasis on proprietary products. Our competition includes traditional language service providers such as human translators and transcription technology services developed by similar early-stage companies. While the traditional language service providers industry is large and mature, there are significant barriers to growth due to the lack of scalability of human-to-human interpretation and the ineffectiveness of providing a seamlessly fluid conversational experience. There are several early stage businesses who have developed technology for the purpose of voice-to-text closed captioning or generative text-to-voice capabilities, but we believe the practicality of these services diminishes their growth potential as it remains an unnatural form of communication, requires a minimum literacy adequacy for users, and presents challenges to productivity due to the additional cognitive load required to type or read language, Major companies worldwide, such as Microsoft and Amazon have explored the development of similar technologies, but are unable to move at the speed and agility of growth-stage firms which will lead to a slow roll out, if developed.

 

The key competitive factors affecting the success of our products are likely to be the speed of translation, translation accuracy and comparative pricing.

 

 

Our Competitive Strengths

 

In comparison to the current alternatives available in the language services industry, we believe OneMeta maintains significant competitive advantages. Human translators are costly and limited by availability, particularly for specialized dialects or niche languages. AI translation eliminates delays caused by manual interpretation and ensures instant access to language services, regardless of location or time zone. This makes it an ideal solution for businesses, events, and individual users needing immediate communication..

 

Our AI scales affordably and provides broad linguistic coverage, handling simultaneous conversations across languages without requiring additional resources. While transcription and closed captioning provide textual representations of spoken words, they do not enable live dialogue in multiple languages. Our voice-to-voice translation fosters immediate, dynamic interactions, allowing participants to communicate as if speaking the same language. Closed captioning introduces a pause between speech and text display due to processing time. By leveraging low-latency AI models, OneMeta enables simultaneous interpretation, maintaining conversational fluidity.

 

Our solutions stand out in the competitive landscape because of our high translation accuracy, real-time on-demand services, and extensive language support. Our ability to integrate with popular communication platforms like Microsoft Teams enhances our attractiveness to corporate clients who require efficient multilingual communication tools within their existing workflows.

 

Because there is a high barrier to entry in the artificial intelligence language translation industry, the number of full solution platform providers is limited. We believe it takes many years of significant investment, expertise, and know how to build a robust solution. It then takes further time and resources to make the solutions competitive, mature, and viable for adoption globally and in multiple languages and regions. We believe we have achieved success to date through technology and business model innovation as well as by obtaining key strategic global partnerships that well position us for future growth.

 

 

Research and Development

 

Research and Development have been the foundation of our company since its origin. Our research and development organization is comprised of employees who are responsible for the design, development and testing of our AI and software solutions, including software engineers, quality engineers, data scientists, data engineers, product managers and user experience designers. We have invested significantly in our technology by leveraging advanced technologies across signal processing, speech recognition, machine learning and more. The complexities of our design and the associated technological breakthroughs have required significant research and development activities to design for commercial use. We continue to explore different innovation strategies to strengthen our capabilities.

 

In particular, we are continually working to improve the speed and accuracy of our solutions and make customer adoption easier and faster. We have protected our innovations throughout with patents and trade secrets, and we have continued to strengthen our competitive positioning by staying on top of the latest advancements in the industry. We expect to continue to keep research and development innovation and product quality at the forefront of our strategy and core focus.

 

Government and Non-Government Regulation

 

OneMeta operates in an environment influenced by data privacy and security regulations. Compliance with global standards such as GDPR in Europe and similar regulations in other regions is important. Additionally, as the company serves sectors like healthcare and government, adherence to specific confidentiality and security standards relevant to these fields is crucial for maintaining client trust and legal compliance. OneMeta is SOC2-certified and HIPAA-compliant.

 

For more information on the risks associated with our compliance with government and non-government regulations, see “Risk Factors – Regulatory Risks”.

 

Corporate Information

 

Our principal executive office is located at 450 South 400 East, Suite 200, Bountiful, Utah 84010. Our main phone number is (702) 550-0122. Our website is www.onemeta.ai. Our fiscal year ends on December 31. Information contained on, or that can be accessed through, our website is not part of this prospectus. You should not rely on any information contained or included on our website in making your decision whether to purchase our common stock.

 

Facilities

 

Our corporate headquarters address is at OneMeta Inc., 450 South 400 East, Suite 200, Bountiful, Utah. Our headquarters is a leased office space of approximately 300 square feet leased on a month to month basis.

 

 

Employees and Human Capital Resources

 

As of December 31, 2024, we had 18 employees, each of which were full-time employees. None of our employees are covered by collective bargaining agreements and we have never experienced an organized work stoppage, strike or labor dispute.

 

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards.

 

Intellectual Property

 

We have applied for exclusive worldwide rights as described in the following related to our intellectual property:

 

Patents

 

Serial Number		Country		Status		Filing Date
63/374,220		US		Closed		Aug. 31, 2022
63/429,505		US		Closed		Dec. 1, 2022
63/498261		US		Closed		Apr. 25, 2023
63499,696		US		Closed		May 2, 2023
63/579,922		US		Closed		Aug. 31, 2023
PCT/US2023/073256		WO		Pending, Published		Aug. 31, 2023
63/562172		US		Pending		March 6, 2024

 

Trademarks

 

MARK		COUNTRY		FILING DATE APPLICATION NO.		REGISTRATION DATE REG. NO.		CLASSES		STATUS
ONEMETA		US		12/27/2022 97/732496				38 Int., 41 Int., 42 Int.		Published
ONEMETA		AU		6/23/2023 2366631				38 Int., 41 Int., 42 Int.		Published
ONEMETA		BR		6/27/2023 930935543				38 Int.		Published
ONEMETA		BR		6/27/2023 930935586				41 Int.		Published Opposed by Meta Serviços em Informática S/A
ONEMETA		BR		6/27/2023 930935780				42 Int.		Published
ONEMETA		CA		6/21/2023 2265023				38 Int., 41 Int., 42 Int.		Pending
ONEMETA		EM		23-Jun-2023 018892626		11/14/2023 018892626		Class: 38 Int., 41 Int., 42 Int.		Registered
ONEMETA		GB		23-Jun-2023 UK00003926115		09/29/2023 UK00003926115		Class: 38 Int., 41 Int., 42 Int.		Registered
ONEMETA		JP		2023-069779 06/23/2023		01/11/2024 6768808		38 Int., 41 Int., 42 Int.		Registered
ONEMETA		KR		6/23/2023 40-2023-0111479				38 Int., 41 Int., 42 Int.		Published
ONEMETA		MX		6/27/2023 2971922		11/15/2023 2625631		38 Int.		Registered
ONEMETA		MX		6/27/2023 2971924		11/15/2023 2625670		41 Int.		Registered
ONEMETA		MX		6/27/2023 2971926		09/25/2024 2759839		42 Int.		Registered
VERBUM		US		12/27/2022 97/732499				38 Int., 41 Int., 42 Int.		Pending
VERBUM		AU		6/23/2023 2366632		07/15/2024 2366632		38 Int., 41 Int., 42 Int.		Registered
VERBUM		BR		6/27/2023 930935950				38 Int.		Published
VERBUM		BR		6/27/2023 930936027				41 Int.		Published
VERBUM		BR		6/27/2023 930936078				42 Int.		Published
VERBUM		CA		6/21/2023 2265024				38 Int., 41 Int., 42 Int.		Pending
VERBUM		EU		6/23/2023 018892664		11/08/2023 018892664		38 Int., 41 Int., 42 Int.		Registered
VERBUM		UK		6/23/2023 UK00003926123		9/29/2023 UK00003926123		38 Int., 41 Int., 42 Int.		Registered
VERBUM		JP		6/23/2023 2023-069780		12/13/2023 2023-069780		38 Int., 41 Int., 42 Int.		Registered
VERBUM		KR		6/23/2023 40-2023-0111480				38 Int., 41 Int., 42 Int.		Registered
VERBUM		MX		6/27/2023 2971928				38 Int.		Pending
VERBUM		MX		6/27/2023 2971930		11/28/2023 2632270		41 Int.		Registered
VERBUM		MX		6/27/2023 2971933				42 Int.		Pending

 

Legal Proceedings

 

From time to time, we may be involved in various disputes and litigation matters that arise in the ordinary course of business. We are not currently engaged in any material legal proceedings.

 

 

MANAGEMENT

 

Directors and Executive Officers

 

The following table sets forth certain information with respect to our directors and executive officers effective upon the completion of the offering.

 

Name		Age		Position
Saul I. Leal		43		Chief Executive Officer, Director
Rowland W. Day II		69		President, Chief Financial Officer, Secretary and Chairman of the Board
Roy Chestnutt		64		Independent Director
John Dalfonsi		58		Independent Director Nominee
Manoel Amorim		66		Independent Director Nominee

 

The following are biographical summaries of the experience of our directors and executive officers:

 

Saul I. Leal—Chief Executive Officer and Director. Saul joined the Company in August 2022. Mr. Leal holds a degree in Systems Engineering from the Universidad Nacional Experimental Politécnica de la Fuerza Armada Bolivariana (UNEFA) (the National Experimental University of the Bolivarian Armed Forces) in Venezuela, a Master of Business Administration degree, cum laude, from The Marriott School of Business at Brigham Young University (BYU), Executive Education in Marketing from the Kellogg School of Management at Northwestern University, and Executive Education in Advanced Statistics from Stanford University. From 2006 to 2007, Mr. Leal worked at Deloitte & Touche. From 2007 to 2014, Mr. Leal worked as Station Manager at BYU Broadcasting, where he developed viable businesses in more than 20 countries, built products that have been distributed to over 55 million cell phones and approximately 39 million pay TV viewers, and translated over 15,000 hours of content into multiple languages. From 2014 to 2021, Mr. Leal served as General Manager and Director of Global Initiatives at Deseret Management Corporation. Mr. Leal led the development of one of the largest digital publishers achieving more than 256 million social media follows and over 4 billion monthly impressions. In 2021, Mr. Leal founded Metalanguage, an artificial intelligence architecture using the latest NLP and LLM technology to provide pragmatic, user-centric solutions to the interpretation and behavioral industry. Mr. Leal has served on multiple advisory boards, including Oracle Cloud USA Customer Advisory Board, Ad Council, Leadership Council, and The Leonardo Museum of Creativity and Innovation. During his career, Mr. Leal earned 27 nominations and 9 regional Emmys.

 

Rowland W. Day II—President, Chief Financial Officer, Secretary and Chairman of the Board. Rowland is our President, CFO, Secretary, and our Chairman of the Board. For the prior five (5) years, Mr. Day served as President and CEO of the Company. Mr. Day is a corporate securities lawyer and has practiced law since 1983. Mr. Day has been a director of TechTeam Global, Inc, (Nasdaq: TEAM), RE3W WorldWide, Inc., Restaurants on the Run, HDL Communications, and Bikers Dream. Mr. Day was a General Partner of FarWest Ventures, a venture capital firm from 1990 to 1994. Mr. Day holds a juris doctor degree from Whittier Law School and a Bachelor’s degree in Accounting from California State University Fullerton.

 

 

Roy Chestnutt—Independent Director. Mr. Roy Chestnutt is a member of our board of directors, audit committee, compensation committee, and nominating and corporate government committee. Mr. Chestnutt is the former Executive Vice President and Chief Strategy Officer for Verizon. He brings a remarkable track record of over 30 years of experience in operations, corporate strategy, business development, joint ventures, and strategic investments.

 

Mr. Chestnutt is currently on the Board of Directors of Telstra-Australia’s leading telecommunications and technology company, Digital Turbine, and Intelsat. Additionally, he is on the Accenture Luminaries Board of Advisors, Tillman Global Holdings, and FTI/Delta Partners. Previously Mr. Chestnutt served as a director of Saudi Telecom, as a Senior Advisor to Blackstone, and served on the Board of Directors of Global System for Mobile Communications Association (“GSMA”) which is comprised of numerous mobile carriers from around the world and over 400 companies involved in the mobile ecosystem. Mr. Chestnutt has a Master of Business Administration degree in International Business from the University of San Francisco and a Bachelor of Science degree in Business and Marketing from San José State University.

 

John Dalfonsi—Independent Director Nominee. Mr. John Dalfonsi is a nominee to our board of directors, audit committee, compensation committee, and nominating and corporate governance committee, whose formal election will occur concurrent with the closing of the offering. Since 1995, Mr. Dalfonsi has closed public and private equity and debt financings, merger and acquisitions, advisory and fairness opinion transactions and Nasdaq and NYSE/AMEX IPOs. He has worked with companies in the healthcare, industrial, consumer, technology, cleantech and resource sectors, bringing a wealth of experience to the Company. During this period, Mr. Dalfonsi has spent the bulk of his career at ROTH Capital Partners, LLC and Paulson Investment Company, LLC. Mr. Dalfonsi has been the Managing Member at Eagle Vision Fund G/P., LLC since April 2022, was previously a Senior Managing Director at Paulson Investment Company, LLC from January 2021 through April 2022, and a Managing Director at Roth Capital Partners from February 2002 to December 2020. Mr. Dalfonsi has served as the Chief Financial Officer of Nasdaq-listed BranchOut Foods, Inc. since January 2024 and is a member of its board of directors. Mr. Dalfonsi earned his Bachelor of Science degree in Industrial Engineering from Northwestern University and his Master of Business Administration from the University of Chicago Booth School of Business.

 

Manoel Amorim—Independent Director Nominee. Mr. Manoel Amorim is a nominee to our board of directors, audit committee, compensation committee, and nominating and corporate governance committee, whose formal election will occur concurrent with the closing of the offering. Mr. Amorim has vast corporate experience, having served as President/CEO/Partner of several companies in different sectors in Brazil, Latin America, Europe and the USA. He also served as a director in various corporate boards in six different countries.

 

Mr. Amorim served as CEO of Abril Education, a startup launched with investments from the Civita family and from the private equity firm BR Education in Brazil, which he took public in 2012 and which quickly became the seventh largest K-12 education company in the world. Prior to that, Mr. Amorim served as president and CEO of Globex, a leading consumer electronics and appliances retailer in Brazil, Executive Chairman of the Board of Vivo, the largest cell phone company in Latin America, Managing Director of the Telefonica Residential Business Unit for Latin America, based in Madrid, Spain, with operations in six different countries, CEO of Telefonica Brazil, the largest wireline and broadband telecom operator in Latin America, President of America Online Brazil and General Manager of Procter & Gamble Latin America’s second largest division and member of the Baby Care Global Leadership team, based in Cincinnati, Ohio.

 

Mr. Amorim has served in several boards of directors in different capacities. He was a full time, Executive Chairman of Vivo, Chairman of the Investcred Bank and the Pontofrio.com Boards, Vice Chairman of the boards of Abril Education and of the American Chamber of Commerce in Brazil, and a director on the boards of Mastercard International in the USA, and of all the Telefonica International controlled companies in five different countries.

 

Mr. Amorim is a member of the Marriott School of Business National Advisory Council and was an Executive in Residence of the University of Utah David Eccles School of Business’ Goff Strategic Leadership Center, where he worked on leadership projects with faculty. He is a founding partner of MXF Investments, a family office with investments in real estate and technology startups, based in Orlando, Florida. He is a founding partner of K2A Partners, a telecommunications and IT consulting practice servicing medium and large size corporations in Latin America and the USA, based in São Paulo, Brazil, and a partner with Peak Capital Partners, a large real estate investment company in Provo, UT.

 

Mr. Amorim graduated as an Engineer from the Instituto Militar de Engenharia in Rio de Janeiro, Brazil, and holds a Master in Business Administration (MBA) degree from Harvard University.

 

Board Committee Composition

 

Upon the completion of the offering, the composition of the committees of our board of directors will be as follows:

 

Director		Executive Officer		Independent		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
Roy Chestnutt		No		Yes		Yes		Yes		Chair
John Dalfonsi		No		Yes		Chair		Yes		Yes
Manoel Amorim		No		Yes		Yes		Yes		Yes

 

Director Independence

 

Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Exchange Act. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

The Nasdaq listing rules provide that a director cannot be considered independent if:

 

●	the director is, or at any time during the past three (3) years was, an employee of the company;
●	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

 

 

●	the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);
●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the Company served on the compensation committee of such other entity; or
●	the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit.

 

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

 

In May 2024, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director and proposed director. Based upon information requested from and provided by each director and director nominee concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors and director nominees, with the exception of Mr. Day and Mr. Leal, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our Audit Committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determination, our board of directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director.

 

Controlled Company Exemption

 

Because our directors and executive officers will continue to control a majority of the voting power of our common stock after the completion of this offering, we will be a “controlled company” for purposes of the listing standards of Nasdaq and the rules of the SEC. As a “controlled company”, we are entitled to certain exceptions to Nasdaq’s corporate governance listing requirements, including the following:

 

	●	that our board of directors be composed of a majority of “independent directors,”
	●	that our compensation committee be composed entirely of independent directors, and
	●	that our nominating and governance committee be composed entirely of independent directors.

 

Although we do not currently expect to rely on the exemptions afforded to controlled companies, we may elect to do so in the future. Accordingly, for so long as we are a “controlled company” and to the extent we elect to take advantage of these exemptions, holders of our common stock may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements. If we cease to be a “controlled company”, we will be required to comply with these provisions within the transition periods specified in the rules of Nasdaq. These exemptions do not modify the independence requirements for our audit committee.

 

Family Relationships

 

There are no family relationships among any of our directors, proposed directors or executive officers.

 

Board Committees

 

Our board of directors has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, each committee will adopt a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq, which will be available on our website at www.onemeta.ai.

 

 

Audit Committee

 

Our Audit Committee is responsible for, among other things:

 

	●	overseeing the integrity of our financial statements and the other financial information we provide to our stockholders and other interested parties;
	●	monitoring the periodic reviews of the adequacy of the auditing, accounting, and financial reporting processes and systems of internal control that are conducted by our independent registered public accounting firm and management;
	●	being responsible for the selection, retention, compensation, and termination of our independent registered public accounting firm;
	●	overseeing the independence and performance of our independent registered public accounting firm;
	●	overseeing compliance with applicable legal and regulatory requirements as they relate to our financial statements and disclosure of financial information to our stockholders and other interested parties;
	●	facilitating communication among our independent registered public accounting firm, management, and the board of directors;
	●	preparing the Audit Committee report required by SEC rules and regulations to be included in our annual proxy statement; and
	●	performing such other duties and responsibilities as are enumerated in and consistent with the Audit Committee charter.

 

Our Audit Committee will operate under a written charter to be effective prior to the closing of this offering, which satisfies the requirements of applicable SEC rules and Nasdaq listing standards, which will be available on our principal corporate website located at www.onemeta.ai concurrently with the closing of this offering.

 

The board of directors has affirmatively determined that each member who serves on the Audit Committee meets the additional independence criteria applicable to Audit Committee members under SEC rules and Nasdaq listing rules. The board of directors has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr. Dalfonsi meets the qualifications of an audit committee financial expert within the meaning of Item 407(d)(5)(ii) and (iii) of Regulation S-K under the Securities Act. Upon the effectiveness of this registration statement, the Audit Committee will consist of Mr. Dalfonsi, Mr. Chestnutt, and Mr. Amorim with Mr. Dalfonsi serving as chair.

 

Compensation Committee

 

The Compensation Committee is responsible for, among other things:

 

	●	assisting the board of directors in developing and reviewing compensation programs applicable to our executive officers and directors;
	●	overseeing our Company’s overall compensation philosophy, strategy, and objectives;
	●	approving the total compensation opportunity, as well as each component of compensation, paid to our executive officers and directors;
	●	administering our equity-based and cash-based compensation plans applicable to our directors, officers, and employees;

 

 

	●	preparing the report of the compensation committee required by SEC rules to be included in our annual proxy statement; and
	●	performing such other duties and responsibilities as an enumerated and consistent with the Compensation Committee charter.

 

Our Compensation Committee will operate under a written charter to be effective prior to the closing of this offering, which satisfies the requirements of applicable Nasdaq listing standards, which will be available on our principal corporate website located at www.onemeta.ai concurrently with the closing of this offering.

 

The Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to Compensation Committee members under SEC rules and Nasdaq listing rules. The Company believes that the composition of the Compensation Committee meets the requirements for independence under, and the functioning of such Compensation Committee complies with, any applicable requirements of the rules and regulations of Nasdaq listing rules and the SEC. Upon the effectiveness of this registration statement, the Compensation Committee will consist of Mr. Dalfonsi, Mr. Chestnutt and Mr. Amorim and Mr. Amorim will serves as chair.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee is responsible for, among other things:

 

	●	assisting the board of directors in identifying candidates qualified to serve as directors, consistent with selection criteria approved by the board of directors and the nominating and corporate governance committee;
	●	recommending to the board of directors the appointment of director nominees that meet the selection criteria;
	●	recommending to the board of directors the appointment of directors to serve on each committee of the board of directors;
	●	developing and recommending to the board of directors such corporate governance policies and procedures as the nominating and corporate governance committee determines is appropriate from time to time;
	●	overseeing the performance and evaluation of the board of directors, and of each committee of the board of directors; and
	●	performing such other duties and responsibilities as are consistent with the Nominating and Corporate Governance Committee charter.

 

Our Nominating and Corporate Governance Committee will operate under a written charter to be effective prior to the closing of this offering, which satisfies the requirements of applicable Nasdaq listing standards, which will be available on our principal corporate website located at www.onemeta.ai concurrently with the closing of this offering.

 

The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines of Nasdaq listing rules. Upon the effectiveness completion of the offering, the Nominating and Corporate Governance Committee will consist of Mr. Dalfonsi, Mr. Chestnutt, and Mr. Amorim with Mr. Chestnutt serving as chair.

 

Code of Business Conduct and Ethics

 

Prior to the closing of this offering, our board of directors will adopt a written Code of Business Conduct and Ethics that will apply to our directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Operational Officer or persons performing similar functions, in accordance with U.S. federal securities laws and the corporate governance rules of Nasdaq. The Code of Business Conduct and Ethics will be available on the investor relations portion of our website at www.onemeta.ai concurrently upon the closing of this offering. Any substantive amendments or waivers of the Code of Conduct or any similar code(s) subsequently adopted for senior financial officers may be made only by our Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

 

Corporate Governance Guidelines

 

Prior to the closing of this offering, our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of Nasdaq, which will be available on our principal corporate website located at www.onemeta.ai concurrently with the closing of this offering.

 

Compensation Committee Interlocks and Insider Participation

 

No member of our Compensation Committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served in the past, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers serving as a member of our board of directors or on our Compensation Committee.

 

 

EXECUTIVE COMPENSATION

 

Executive Compensation Summary

 

This section describes our compensation program for our named executive officers (“NEOs”) for the years ended December 31, 2024 and 2023. Our NEOs are:

 

	●	Saul I. Leal - Chief Executive Officer, Director
	●	Rowland W. Day II – President, Chief Financial Officer, Secretary and Chairman of the Board

 

The following table provides details with respect to the total compensation of our NEOs during the fiscal years ended December 31, 2024 and 2023. Our NEOs are (a) each person who served as our Chief Executive Officer during 2024, (b) the next two most highly compensated executive officers serving as of December 31, 2024 whose total compensation exceeded $100,000 and (c) any person who could have been included under (b) except for the fact that such persons were not an executive officer on December 31, 2024.

 

Summary Compensation Table

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non- Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)
Saul I. Leal			2024				240,000				-				-				-				-				-				-
(Chief Executive Officer and Director)			2023				180,000				-				-				-				2,218,722	(1)			-				-
Rowland W. Day II			2024				240,000				-				-				-				-				-				-
(President, Chief Financial Officer, Secretary and Chairman of the Board)			2023				180,000				-				-				-				-				-				-

 

(1) On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for additional stock-based compensation to be paid to Mr. Leal in connection with the Company’s acquisition of Metalanguage from Mr. Leal and in consideration of Mr. Leal’s importance in continuing to lead and expand the Company’s business on a post-acquisition basis. The Addendum provided for the additional issuance of 1,772,800 shares of common stock with a fair value of $132,960 and the issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, which was recorded as stock-based compensation during the period issued and expensed immediately. The shares of common stock were valued at $0.075, the closing price of the Company’s stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762. The shares issued to Mr. Leal were not issued under the 2023 Equity Incentive Plan as it had not yet been adopted.

 

 

Employment Agreements and Incentive Compensation

 

The Company previously accrued $15,000 of salary per month for Rowland W. Day II, Chief Executive Officer (“CEO”), with interest at 5% per annum on the CEO’s accrued salary. Mr. Day resigned as CEO effective August 1, 2022, and remained as the Chairman of the Board, President, Chief Financial Officer, and Secretary of the Company. On August 1, 2022, Saul Leal was appointed as CEO and as a director. On September 1, 2022, the Company agreed to compensate Mr. Leal and Mr. Day each $15,000 per month for their services. On January 1, 2024, the Company agreed to compensate Mr. Leal and Mr. Day each $20,000 per month for their services.

 

The Company entered into employment agreements with Mr. Leal and Mr. Day, each of which will become effective as of the effective date of the registration statement of which this prospectus forms a part.

 

Pursuant to Mr. Leal’s employment agreement, Mr. Leal has agreed to serve as Chief Executive Officer and as a Director for five years from the effective date in consideration for an annualized salary of $300,000, payable in regular installments in accordance with the usual payment practices of the Company. The employment agreement contemplates annual bonus awards based on the achievement of performance objectives and targets established annually by the Board of Directors and Mr. Leal and possible additional bonuses for services and results achieved by Mr. Leal.

 

Pursuant to Mr. Leal’s employment agreement, in the event he is involuntarily terminated by the Company other than for “Cause” or if he resigns for “Good Reason,” he is entitled to receive, subject to certain conditions, severance compensation equal to three times his annual salary as well as accrued salary and benefits. In the event Mr. Leal’s employment is terminated in connection with a Change of Control, he is entitled to receive, subject to certain conditions, severance compensation equal to four times his annual salary as well as accrued salary and benefits.

 

Furthermore, Mr. Leal agreed to certain non-solicitation, non-disparagement and non-competition provisions for a period of 24 months following termination and to certain confidentiality obligations. Additional terms and conditions are set forth in the employment agreement.

 

 

Pursuant to Mr. Day’s employment agreement, Mr. Day has agreed to an employment term of five years. Mr. Day has agreed to serve as President, Chief Financial Officer, Secretary, Chief Legal Officer and Chairman of the Board of the Company. The agreement anticipates that the Company may eventually hire another person to serve as Chief Financial Officer and President upon attaining sufficient funding and revenue. Mr. Day’s annualized salary under the employment agreement is $300,000, payable in regular installments in accordance with the usual payment practices of the Company. The employment agreement contemplates annual bonus awards based on the achievement of performance objectives and targets established annually by the Board of Directors and Mr. Day and possible additional bonuses for services and results achieved by Mr. Day.

 

Pursuant to Mr. Day’s employment agreement, in the event he is involuntarily terminated by the Company other than for “Cause” or if he resigns for “Good Reason,” he is entitled to receive, subject to certain conditions, severance compensation equal to three times his annual salary as well as accrued salary and benefits. In the event Mr. Day’s employment is terminated in connection with a Change of Control, he is entitled to receive, subject to certain conditions, severance compensation equal to four times his annual salary as well as accrued salary and benefits.

 

Furthermore, Mr. Day agreed to certain non-solicitation, non-disparagement and non-competition provisions for a period of 24 months following termination and to certain confidentiality obligations. Additional terms and conditions are set forth in the employment agreement.

 

2023 Equity Incentive Plan

 

General

 

Our board of directors and stockholders adopted the 2023 Equity Incentive Plan as of September 1, 2023, which provides for the grant of incentive stock options and non-qualified stock options to purchase shares of our common stock and other types of awards. The general purpose of the 2023 Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders. By means of the 2023 Equity Incentive Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for our success and the success of our subsidiaries.

 

Description of the 2023 Equity Incentive Plan

 

The following description of the principal terms of the 2023 Equity Incentive Plan is a summary and is qualified in its entirety by the full text of the 2023 Equity Incentive Plan.

 

Administration. In general, the 2023 Equity Incentive Plan will be administered by the Compensation Committee of the board of directors. The Compensation Committee will determine the persons to whom options to purchase shares of common stock, stock appreciation rights (or “SARs”), restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards may be granted. The Compensation Committee may also establish rules and regulations for the administration of the 2023 Equity Incentive Plan and amendments or modifications of outstanding awards. No options, stock purchase rights or awards may be made under the 2023 Equity Incentive Plan on or after January 7, 2032 (or, the expiration date), but the 2023 Equity Incentive Plan will continue thereafter while previously granted options, SARs or other awards remain outstanding.

 

Eligibility. Persons eligible to receive options, SARs or other awards under the 2023 Equity Incentive Plan are those employees, officers, directors, consultants, advisors and other individual service providers of our Company and our subsidiaries who, in the opinion of the Compensation Committee, are in a position to contribute to our success, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. As of the date of this prospectus, we have four full-time employees, of which two are executive officers. As awards under the 2023 Equity Incentive Plan are within the discretion of the Compensation Committee, we cannot determine how many individuals in each of the categories described above will receive awards.

 

Shares Subject to the 2023 Equity Incentive Plan. The aggregate number of shares of common stock initially available for issuance in connection with options and other awards granted under the 2023 Equity Incentive Plan is 5,000,000. The number of shares of common stock available for issuance under the 2023 Equity Incentive Plan automatically increases on the first day of each fiscal year of the Company commencing with fiscal year 2024, and the first day of each fiscal year thereafter until the expiration date, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year of the Company, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur.

 

“Incentive stock options”, or ISOs, that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be granted under the 2023 Equity Incentive Plan with respect to all of the shares of common stock authorized for issuance under the 2023 Equity Incentive Plan.

 

If any option or SAR granted under the 2023 Equity Incentive Plan terminates without having been exercised in full or if any award is forfeited, the number of shares of common stock as to which such option or award was forfeited will be available for future grants under the 2023 Equity Incentive Plan. Awards settled in cash will not count against the number of shares available for issuance under the 2023 Equity Incentive Plan.

 

 

No non-employee director may receive awards in any calendar year having an accounting value in excess of $250,000 (inclusive of any cash awards to the non-employee director for such year that are not made pursuant to the 2023 Equity Incentive Plan); provided that, in the case of a new non-employee director, such amount is increased to $350,000 for the initial year of the non-employee director’s term.

 

The number of shares authorized for issuance under the 2023 Equity Incentive Plan and the foregoing share limitations are subject to customary adjustments for stock splits, stock dividends or similar transactions.

 

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the 2023 Equity Incentive Plan.

 

Terms and Conditions of Options. Options granted under the 2023 Equity Incentive Plan may be either ISOs or “non-statutory stock options” that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine the exercise price of options granted under the 2023 Equity Incentive Plan. The exercise price of stock options may not be less than the fair market value per share of our common stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder).

 

If on the date of grant the common stock is listed on a stock exchange or is quoted on the automated quotation system of Nasdaq, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good faith by the Compensation Committee based on the reasonable application of a reasonable valuation method.

 

No option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date of grant. Options granted under the 2023 Equity Incentive Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of an option to exercise the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements that applied to the option before exercise.

 

Generally, the option price may be paid in cash, by certified check, or by bank draft. The Compensation Committee may permit other methods of payment, including through delivery of shares of our common stock having a fair market value equal to the purchase price. The Compensation Committee is authorized to establish a cashless exercise program and to permit the exercise price (and/or tax withholding obligations) to be satisfied by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price.

 

No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to transfer the option, right or other award to immediate family members or a family trust for estate planning purposes. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with us.

 

Stock Appreciation Rights. The Compensation Committee may grant SARs under the 2023 Equity Incentive Plan. The Compensation Committee will determine the other terms applicable to SARs. The exercise price per share of a SAR will not be less than 100% of the fair market value of a share of our common stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted under the 2023 Equity Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to:

 

	●	the excess of the fair market value on the exercise date of one share of our common stock over the exercise price, multiplied by
	●	the number of shares of common stock covered by the SAR.

 

 

Payment may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation Committee.

 

Restricted Stock and Restricted Stock Units. The Compensation Committee may award restricted common stock and/or restricted stock units under the 2023 Equity Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock units may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee. Dividend equivalent amounts may be paid with respect to restricted stock units either when cash dividends are paid to stockholders or when the units vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote the shares.

 

Performance Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2023 Equity Incentive Plan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units.

 

Incentive Bonuses. The Compensation Committee may grant incentive bonus awards under the 2023 Equity Incentive Plan from time to time. The terms of incentive bonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as the Compensation Committee determines, including performance goals and amount of payment based on achievement of such goals. Incentive bonus awards are payable in cash and/or shares of our common stock.

 

Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under the 2023 Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.

 

Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award provide for the effect of a change in control (as defined in the 2023 Equity Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) cancel or terminate any award for cash and/or other substitute consideration in exchange for an amount of cash and/or property equal to the amount, if any, that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its exercise price, the option or SAR may be canceled without payment of any consideration; or (f) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

 

Amendment, Termination. The board of directors may at any time amend the 2023 Equity Incentive Plan for the purpose of satisfying the requirements of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders, the board of directors may not (a) increase the number of shares of common stock available under the 2023 Equity Incentive Plan, (b) change the group of individuals eligible to receive options, SARs and/or other awards, or (c) extend the term of the 2023 Equity Incentive Plan.

 

 

Compensation of Non-Executive Directors

 

The non-executive members of the board of directors have been compensated for their service as directors by grant of stock options. Mr. Chestnutt was granted options to purchase 750,000 shares of the Company’s common stock, vesting over a four-year period from January 2024.

 

Director Compensation Arrangements

 

Executive or employee members of the board of directors are not compensated for their services as directors, other than being reimbursed for out-of-pocket expenses incurred in connection with rendering such services.

 

The independent members of the board of directors have been compensated for their service as directors by grant of stock options. Mr. Chestnutt was granted options to purchase 750,000 shares of the Company’s common stock, vesting over a four-year period from January 2024. Additionally, upon the completion of this offering, Mr. Chestnutt is expected to receive $5,000 in cash quarterly for each committee on which he serves payable in arrears at the end of each quarter of service. Upon the completion of this offering, Mr. Dalfonsi is expected to receive quarterly (i) common stock of the Company equal to $10,000 in value payable in arrears at the end of each quarter and (ii) $5,000 in cash for each committee on which he serves and $20,000 for serving as the Audit Committee Chairman, each payable in arrears at the end of each quarter of relevant service.

 

Compensation in Connection with this Offering

 

None of our executive officers, directors or employees have any arrangement or understanding with us concerning any type of compensation based solely on the closing of this offering.

 

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

A “related party transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) or a proposed transaction in which (i) we were, are or will be a participant, (ii) the amount involved exceeds $120,000 and (iii) any related person had, has or will have a direct or indirect material interest.

 

A “related party” means any person who is, or at any time since January 1, 2022 was:

 

●	a trustee, a nominee for trustee or an executive officer of the Company;
●	known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock when a transaction in which such person had a direct or indirect material interest occurred or existed;
●	an immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the persons referenced in the preceding two bullets, and any person (other than a tenant or employee) sharing the household of any of the persons referenced in the preceding two bullets; or
●	a firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

 

Policies and Procedures for Related Party Transactions

 

The Company, in connection with this offering, plans to adopt a formal policy in regard to related persons, effective upon the closing of this offering. The policy will require all future related person transactions to be approved in advance by our Audit Committee. Any request for such a transaction will be presented to our Audit Committee for review, consideration, and approval. In approving or rejecting any such proposal, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

 

Certain historical related party transactions described in this prospectus were reviewed and approved or ratified in accordance with our then existing policies, Code of Business Conduct and Ethics, articles of incorporation and bylaws, and Oregon or Nevada law, as applicable.

 

Related Party Transactions

 

Advances, related party

 

During the year ended December 31, 2024, Mr. Day advanced the Company $72,000 and was repaid $72,000. The advances are unsecured, non-interest bearing and are payable on demand. As of December 31, 2024, the related party advances balance owed to Mr. Day was nil.

 

Expense paid on the Company’s behalf

 

During the year ended December 31, 2024, Mr. Day, the Company’s President and CFO, paid $316,519 of expenses on the Company’s behalf and was repaid $266,235. During the year ended December 31, 2024, Mr. Leal, the Company’s CEO, paid $8,862 of expenses on the Company’s behalf and was repaid $8,862. As of December 31, 2024, the balance owed to Mr. Day was $54,621 and no amount was owed to Mr. Leal.

 

Founder Notes

 

Rowland Day, the Company’s President and Chief Financial officer, agreed to provide the necessary working capital for the Company’s business under the convertible promissory note. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5% and is convertible into Series B-1 Preferred Stock at the rate of $0.10 per share. During the years ended December 31, 2024 and 2023, the Company recorded imputed interest expense of $5,625 and $6,660, respectively. On October 1, 2023, Mr. Day agreed to waive the convertible feature on the note payable. During the year ended December 31, 2024, the Company paid $221,990 of the related party principal and the accrued interest of $42,525. As of December 31, 2024, the related party note payable principal balance was nil and the related accrued interest was nil. As of December 31, 2023, the note payable, related party principal balance was $221,990, with accrued interest of $33,299.

 

Senior secured notes payable

 

On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. During the year ended December 31, 2024, the Company paid $85,485 of the secured promissory note principal. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On June 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $216,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

 

On August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On August 27, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $5,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on October 31, 2024. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $23,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On November 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $14,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on January 31, 2025. During the year ended December 31, 2024, the Company paid $14,000 of the secured promissory note principal.

 

For all of the secured promissory notes payable with the Lender, to secure the prompt and complete payment of all secured obligations, for value received and pursuant to the notes, the Grantor hereby grants, assigns and transfers to the Lender a security interest in and to all of the Grantor’s assets. At the time any Collateral becomes subject to a security interest of the Lender hereunder, unless the Lender shall otherwise consent, the Grantor shall be deemed to have represented and warranted that (a) the Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of the Lender.

 

As of December 31, 2024, the related party senior secured promissory notes payable principal balance was $543,515 with accrued interest of $43,853.

 

Mr. Day has agreed to convert all principal and interest outstanding under the notes described immediately above (collectively, the “Founder Notes”) into common stock of the Company at a 25% discount to the per share price of this offering. The outstanding principal and interest under the Founder Notes are expected to aggregate approximately $606,000 as of April 11, 2025.

 

Common stock and Series B-1 Preferred stock issuances

 

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 1,772,800 shares of common stock with a fair value of $132,960 and the issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, which was recorded as stock-based compensation during the period issued and expensed immediately. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.

 

 

Accrued salary and interest

 

On October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to settle all accrued salary and interest for service provided prior to the September 1, 2022. As a result, the Company recorded the settlement of $351,459 as a contribution to capital during the year ended December 31, 2023. As of December 31, 2024, the accrued related party salary and accrued interest expense was $364,500 and $23,121. As of December 31, 2023, the accrued related party salary and accrued interest expense was $230,000 and $13,377.

 

Review, Approval or Ratification of Transactions with Related Parties

 

The Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflicts of interest situations where appropriate. The Board has adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. In addition, the Board applies the following standards to such reviews: (i) all related party transactions must be fair and reasonable and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board and (ii) all related party transactions should be authorized, approved or ratified by the affirmative vote of a majority of the directors who have no interest, either directly or indirectly, in any such related party transaction.

 

Indemnity Agreements

 

The Company plans to enter into indemnification agreements with each of our directors and executive officers, the form of which is attached as an exhibit to the registration statement of which this prospectus forms a part. The indemnification agreements and our amended and restated articles of incorporation and amended and restated bylaws will require us to indemnify our directors and officers to the fullest extent permitted by Nevada law.

 

To that extent, as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information as of March 6, 2025 regarding the beneficial ownership of our common stock by:

 

	●	each of our stockholders who is known by us to beneficially own 5% or more of our common stock;
	●	each of our executive officers;
	●	each of our directors and proposed directors; and
	●	all of our directors and current executive officers as a group.

 

Beneficial ownership is determined based on the rules and regulations of the Commission as defined in Rule 13d-3 of the Exchange Act. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to RSUs, options or warrants held by that person and exercisable as of, or within 60 days of, the date of this prospectus are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person’s name. The inclusion of shares in the table does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, (i) each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and (ii) the address of each person or entity named in the table is c/o OneMeta Inc. 450 South 400 East, Suite 200, Bountiful, Utah 84010.

 

The percentage of shares beneficially owned is computed on the basis of the (i) 37,790,943 shares of our common stock; (ii) 2,068 shares of our Series A Preferred Stock (equal to 2,585 shares of our common stock on an as converted basis) and (iii) 8,619,420 shares of our Series B-1 Preferred Stock (equal to 94,813,620 shares of our common stock on an as converted basis) outstanding as of March 6, 2025, for a total as converted into common aggregate of 132,607,148 shares of common stock, but excluding: (i) outstanding options to purchase approximately 4,415,000 shares of our common stock with a weighted average exercise price of $0.46 per share; (ii) outstanding warrants to purchase 350,000 shares of our common stock with a weighted average exercise price of $1.29 per share; (iv)           shares of our common stock underlying the underwriters’ overallotment option; and (v) warrants to purchase up to              shares of our common stock issuable to the Representative in connection with this offering at a price of 125% of the public offering price; (v) conversion of the outstanding principal and interest under the Founder Notes of into common stock of the Company in connection with this offering at a per share price equal to a 25% discount to the per share price of the shares offered hereunder (the outstanding principal and interest under the Founder Notes are expected to aggregate approximately $606,000 as of April 11, 2025); and (vi) conversion of the 2025 Convertible Notes in aggregate principal amount of $1,000,000 into common stock of the Company at a price per share equal to a 25% discount to the per share price of the shares offered hereunder.

 

		Shares of Common Stock Beneficially Owned Prior to this				Percentage of Shares of Common Stock Beneficially Owned
Name and Address of Beneficial Owner		Offering				Before Offering				After Offering
Named Executive Officers and Directors:
Rowland W. Day II			49,849,610	(1)			37.6	%				%
Saul Leal			49,549,610	(2)			37.4	%				%
Roy Chestnutt			187,500	(3)			0	%				%
All executive officers and directors as a group (three individuals)			99,986,720				75.0	%				%

 

	(1)	Includes 2,442,800 shares of common stock and 4,309,710 shares of Series B-1 Preferred Stock on an as converted basis (shares of Series B-1 Preferred Stock are convertible into shares of common stock on a 1-for-11 basis, meaning that Mr. Day’s 4,309,710 shares of Series B-1 Preferred Stock equates to 47,406,810 shares of common stock on an as converted basis). These Shares are held by the Rowland W Day II & Jaime D Day Family Trust, for which Mr. Day serves as trustee.
	(2)	Includes 2,142,800 shares of common stock and 4,309,710 shares of Series B-1 Preferred Stock on an as converted basis (shares of Series B-1 Preferred Stock are convertible into shares of common stock on a 1-for-11 basis meaning that Mr. Leal’s 4,309,710 shares of Series B-1 Preferred Stock equates to 47,406,810 shares of common stock on an as converted basis).
	(3)	Consists of options to purchase 187,500 shares which have already vested.

 

 

DESCRIPTION OF SECURITIES

 

The following descriptions are summaries of the material terms of our articles of incorporation and bylaws. The descriptions of the common stock and preferred stock give effect to changes to our capital structure that will occur immediately prior to the completion of this offering. When we refer to our articles of incorporation and bylaws in this prospectus, unless the context provides otherwise, we are referring to our articles of incorporation and bylaws effective upon the effective date of the registration statement of which this prospectus forms a part. Copies of our articles of incorporation and bylaws are filed as exhibits to the registration statement of which this prospectus is a part.

 

General

 

As of the date of this prospectus, the total number of shares of all classes of capital stock that our Company is authorized to issue is (i) 500,000,000 shares of common stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock. par value $0.001 per share.

 

Common Stock

 

The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. We currently do not have any shares of, or securities convertible into, preferred stock outstanding.

 

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock.

 

As of the date of this prospectus, the Company had outstanding 37,790,943 shares of common stock held by approximately 249 stockholders of record, excluding: (i) the 2,068 shares of our Series A Preferred Stock outstanding (which are convertible into common on a 1-for-1.25 basis, aggregating 2,585 shares of common stock outstanding on an as-converted basis); (ii) 8,619,420 shares of our Series B-1 Preferred Stock outstanding (which are convertible into common on a 1-for-11 basis, aggregating 94,813,620 shares of our common stock on an as converted basis); (iii) outstanding options to purchase approximately 4,415,000 shares of our common stock with a weighted average exercise price of $0.46 per share; (iv) outstanding warrants to purchase 350,000 shares of our common stock with a weighted average exercise price of $1.29 per share; (v)             shares of our common stock issuable upon exercise of the underwriters’ overallotment option; and (vi) warrants to purchase up to               shares of our common stock issuable to the Representative in connection with this offering at a price of 125% of the public offering price.

 

Preferred Stock

 

Under our Articles of Incorporation, we are authorized to issue up to 2,068 shares of Series A Preferred Stock and up to 8,619,420 of Series B-1 Preferred Stock, each with par value of $0.001. The Series B-1 Preferred Stock is comprised solely of Series B-1 Preferred Stock.

 

Series A Preferred Stock

 

Our Series A Preferred Stock has liquidation and dividend preferences. Each share of Series A Preferred Stock has voting rights equal to the amount of shares of common stock into which the Series A is convertible to and is convertible on the basis of 1 share of Series A Preferred Stock into to 1.25 shares of common stock. As of December 31, 2024 and 2023, all 2,068 shares of Series A authorized were issued and outstanding.

 

 

Series B-1 Preferred Stock

 

Each share of Series B-1 Preferred Stock has voting rights 3.2x times that of the number of votes that is equal to the number of shares of common stock into which the series of preferred shares is convertible. Each share of Series B-1 Preferred Stock is convertible into 11 shares of common stock. Fifty-one percent. (51%) of the outstanding votes of the Series B-1 Preferred Stock is required to amend or repeal any incorporation documents that would alter the rights or preferences of the Series B-1 Preferred Stock, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1 Preferred Stock, amend the company’s bylaws, or enter into a transaction that would result in a change in control. As of December 31, 2024 and 2023, there were 8,619,420 and 8,619,420 shares of Series B-1 Preferred Stock issued and outstanding, respectively, out of the total 8,619,420 shares of Series B-1 Preferred Stock authorized.

 

Warrants

 

As of December 31, 2024, we had outstanding warrants to purchase up to 350,000 shares of common stock at a weighted average exercise price of approximately $1.29 per share. The warrants had a weighted average remaining exercise period as of December 31, 2024 of approximately 3.31 years.

 

Options

 

As of December 31, 2024, we had outstanding options to purchase 4,415,000 shares of common stock granted to various individuals, which had a weighted exercise price of $0.46. The options had a weighted average remaining exercise period as of December 31, 2024 of approximately 5.0 years.

 

Pre-Funded Warrants

 

The following summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the form of the Pre-Funded Warrant, which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions set forth in the form of Pre-Funded Warrants.

 

Duration and Exercise Price

 

Each Pre-Funded Warrant offered hereby will have an initial exercise price equal to $0.0001 per share of common stock. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The exercise price and number of shares issuable upon exercise is subject to appropriate proportional adjustment in the event of share dividends, share splits, reclassification or similar events affecting our common stock. The Pre-Funded Warrants will be issued in certificated form only.

 

Exercisability

 

The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice. A holder may not exercise any portion of the Pre-Funded Warrant to the extent that the holder, together with its affiliates and any other persons acting as a group together with any such persons, would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of common stock outstanding immediately after exercise (the “Beneficial Ownership Limitation”); provided that a holder with a Beneficial Ownership Limitation of 4.99%, upon notice to us and effective sixty-one (61) days after the date such notice is delivered to us, may increase the Beneficial Ownership Limitation so long as it in no event exceeds 9.99% of the number of shares of common stock outstanding immediately after exercise.

 

 

Cashless Exercise

 

In lieu of making the cash payment otherwise contemplated to be made to us upon exercise of the Pre-Funded Warrants in payment of the aggregate exercise price, the holder may exercise its Pre-Funded Warrants (either in whole or in part), at such time by means of a cashless exercise in which the holder shall be entitled to receive upon such exercise the net number of shares of common stock determined according to a formula set forth in the Pre-Funded Warrants, which generally provides for a number of shares equal to (A) (1) the volume weighted average price (the “VWAP”) on the trading day preceding the notice of exercise, if the notice of exercise is executed and delivered (x) on a day that is not a trading day or (y) prior to the opening of “regular trading hours” on a trading day or (2) the VWAP on the trading day immediately preceding the date of the notice of exercise, if the notice of exercise is executed and delivered during “regular trading hours” on a trading day, or (3) the bid price on the day of the notice of exercise, if the notice of exercise is executed after the close of “regular trading hours” on a trading day, less (B) the exercise price, multiplied by (C) the number of shares of common stock the Pre-Funded Warrant was exercisable into, with such product then divided by the number determined under clause (A) in this sentence.

 

Fractional Shares

 

No fractional shares of common stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, we will, at our election, and in lieu of the issuance of such fractional share, either (i) pay cash in an amount equal to such fraction multiplied by the exercise price or (ii) round up to the next whole share issuable upon exercise of the Pre-Funded Warrant.

 

Transferability

 

Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer and funds sufficient to pay any transfer taxes payable upon such transfer.

 

Trading Market

 

There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.

 

Rights as a Stockholder

 

Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of common stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their Pre-Funded Warrants. The Pre-Funded Warrants will provide that holders have the right to participate in distributions or dividends paid on common stock.

 

Fundamental Transaction

 

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the consummation of a business combination with another person or group of persons whereby such other person or group acquires greater than 50% of the voting power of the outstanding common stock and preferred stock, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction.

 

 

Anti-Takeover Effects of Provisions of Our Charter Documents

 

Certain provisions of Nevada law and our bylaws may have the effect of delaying, deferring or preventing another party from acquiring control of the Company. These provisions may discourage and prevent coercive takeover practices and inadequate takeover bids.

 

Nevada Law

 

Nevada law contains a provision governing “acquisition of controlling interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33-1/3%; 33-1/3 to 50%; or more than 50%.

 

A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

 

The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the Nevada law. An Issuing Corporation is a Nevada corporation which (i) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada, and (ii) does business in Nevada directly or through an affiliated corporation.

 

At this time, we do not believe we have 100 stockholders of record resident of Nevada and we do not conduct business in Nevada directly. Therefore, the provisions of the control share acquisition act are believed not to apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our stockholders.

 

 

The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (iii) representing 10% or more of the earning power or net income of the corporation.

 

An “interested stockholder” means the beneficial owner of 10% or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of (i) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher, (ii) the market value per share of common stock on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher, or (iii) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.

 

Articles of Incorporation and Bylaws

 

Our articles of incorporation are silent as to cumulative voting rights in the election of our directors. Nevada law requires the existence of cumulative voting rights to be provided for by a corporation’s articles of incorporation. In the event that a few stockholders end up owning a significant portion of our issued and outstanding common stock, the lack of cumulative voting would make it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of us by replacing our board of directors. Our articles of incorporation and bylaws do not contain any explicit provisions that would have an effect of delaying, deferring or preventing a change in control of us.

 

Registration Rights

 

The Company has not granted any registration rights.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our shares of common stock is Securitize, LLC., formerly Pacific Stock Transfer Company. Securitize’s address and phone number is: 6725 Via Austi Pkwy, Suite 300, Las Vegas, Nevada 89119; telephone number (800) 785-7782. The email address for the transfer agent is: info@securitizemarkets.io. Further information about the transfer agent is available at its website, https://securitize.io/pacific-stock-transfer.

 

Listing

 

We have applied to list shares of our common stock on Nasdaq under the symbol “ONEI”.

 

 

SHARES ELIGIBLE FOR FUTURE SALE

 

Prior to this offering, there has been a limited existing market for our common stock. The sale of a substantial amount of our common stock in the public market after this offering could adversely affect the prevailing market price of our common stock. Furthermore, more than             % of our common stock outstanding prior to the closing of this offering will be subject to the contractual and legal restrictions on resale described below. The sale of a substantial amount of common stock in the public market after these restrictions lapse, or the expectation that such a sale may occur, could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

 

Upon closing of this offering, we expect to have outstanding an aggregate of             shares of our common stock, assuming no exercise of outstanding options and assuming that the underwriters have not exercised their overallotment option and there is no sale of the Pre-Funded Warrants. All of the shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act by persons other than “affiliates,” as that term is defined in Rule 144 under the Securities Act. Generally, the balance of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act, and the sale of those shares will be subject to the limitations and restrictions that are described below. Shares of our common stock that are not restricted securities and are purchased by our affiliates will be “control securities” under Rule 144. Restricted securities may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act. These rules are summarized below. Control securities may be sold in the public market subject to the restrictions set forth in Rule 144, other than the holding period requirement.

 

Upon the expiration of the lock-up agreements described below, and subject to the provisions of Rule 144 and the potential exercise of any warrants or options with respect thereto, an additional             shares will be available for sale in the public market. The sale of these restricted securities is subject, in the case of shares held by affiliates, to the volume restrictions contained in Rule 144.

 

Immediately prior to this offering, there were 37,790,943 shares of common stock outstanding, and our officers and directors beneficially owned in aggregate 99,399,220 shares of, or convertible into, common stock (including Rowland W. Day II, the Chairman of our Board and our President, Chief Financial Officer and Secretary, who indirectly through his family trust, beneficially owned in aggregate 49,849,610 shares of, or convertible into, our common stock, and Saul I. Leal, a Director and our Chief Executive Officer who beneficially owned in aggregate 49,549,610 shares of, or convertible into, our common stock (including 4,309,710 shares of our Series B-1 Preferred Stock held by each of Mr. Day and Mr. Leal on an as converted basis of 1 to 11 shares of our common stock)). The 37,790,943 total shares of common stock outstanding excludes: (i) the 2,068 shares of our Series A Preferred Stock outstanding (which are convertible into common on a 1-for-1.25 basis, aggregating 2,585 shares of common stock outstanding on an as-converted basis); (ii) 8,619,420 shares of our Series B-1 Preferred Stock outstanding (which are convertible into common stock on a 1-for-11 basis, aggregating 94,813,620 shares of our common stock on an as converted basis, and all of which will be converted into shares of our common stock in connection with this offering); (iii) outstanding options to purchase approximately 4,415,000 shares of our common stock with a weighted average exercise price of $0.46 per share; (iv) outstanding warrants to purchase 350,000 shares of our common stock with a weighted average exercise price of $1.29 per share; (v)             shares of our common stock underlying the underwriters’ overallotment option; (vi) warrants to purchase up to           shares of our common stock issuable to the Representative in connection with this offering at a price of 125% of the public offering price; (vii) conversion of the outstanding principal and interest under the Founder Notes into common stock of the Company in connection with this offering at a per share price equal to a 25% discount to the per share price of the shares offered hereunder (the outstanding principal and interest under the Founder Notes are expected to aggregate approximately $606,000 as of April 11, 2025); and (viii) conversion of the 2025 Convertible Notes in aggregate principal amount of $1,000,000 into common stock of the Company in connection with this offering at a price per share equal to a 25% discount to the per share price of the shares offered hereunder. Unless otherwise indicated, this prospectus reflects and assumes (i) No exercise of outstanding options or warrants described above; (ii) no sale of the Pre-Funded Warrants in this offering; and (iii) the Reverse Stock Split of one share for each            outstanding shares for each class of the capital stock of the Company as effected on            , 2025;

 

 

Lock-Up Agreements

 

In connection with this offering, each of our executive officers and directors has agreed for a period of one hundred eighty (180) days and holders of 5% or more of the issued and outstanding shares of our common stock have agreed for a period of ninety (90) days with the underwriters not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, without the prior written consent of the Representative, subject to certain limited exceptions. This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

 

In connection with this offering, we have agreed that, for a period of three months from the closing of the offering, we will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (b) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (c) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (d) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (a), (b), (c) or (d) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

 

We have also agreed that, for a period of eighteen (18) months from the closing of the offering, we will not directly or indirectly offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company in any “at-the-market”, continuous equity or variable rate transaction, without the prior written consent of the Representative.

 

For a further description of these agreements, see “Underwriting”.

 

Rule 144

 

In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the closing of this offering, a person who is an affiliate, and who has beneficially owned our common stock for at least six months, is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

 

●

1% of the number of shares of our common stock then outstanding, which will equal approximately           shares immediately after the closing of this offering, assuming no exercise of the underwriters’ option to purchase additional shares; or

 

 

●

1% of the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale provided that, in each case, that we are subject to the Exchange Act for at least 90 days before the sale.

 

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements, as applicable, and to the availability of current public information about us. An “affiliate” is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with an issuer.

 

Under Rule 144, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months, would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least twelve months, would be entitled to sell an unlimited number of shares without restriction.

 

To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser’s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

 

Resales of restricted shares of our common stock by non-affiliates are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144, described above.

 

Regulation S

 

Regulation S under the Securities Act provides that securities owned by any person may be sold without registration in the United States, provided that the sale is effected in an “offshore transaction” and no “directed selling efforts” are made in the United States (as these terms are defined in Regulation S) and subject to certain other conditions. In general, this means that our shares of common stock may be sold in some manner outside the United States without requiring registration in the United States.

 

Rule 701

 

In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares 90 days after the effective date of this offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above. However, substantially all Rule 701 shares are subject to the lock-up agreements as described above and will become eligible for sale in compliance with Rule 144 only upon the expiration of the restrictions set forth in those agreements.

 

The SEC has indicated that Rule 701 will apply to typical options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

 

Prior to this offering, there has been only a limited existing market for our common stock, and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of our common stock in the public markets, or the availability of such shares for sale in the public markets, could adversely affect market prices prevailing from time to time. Furthermore, only a limited number of shares of our common stock may be available for sale in the public markets after the closing of this offering due to contractual, legal and other restrictions on resale. These factors could also make it more difficult to raise funds through future offerings of our common stock. All of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless such shares are held by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act.

 

Stock Plans

 

We intend to file a registration statement or statements on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our 2023 Equity Incentive Plan including any stock options approved in connection with this offering. These registration statements are expected to be filed as soon as practicable after the closing date of this offering. Shares issued upon the exercise of stock options after the effective date of the applicable Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above.

 

 

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

 

The following is a summary of the material U.S. federal income tax considerations applicable to non-U.S. holders (as defined herein) with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based on current provisions of the Code, existing U.S. Treasury Regulations promulgated thereunder, published administrative pronouncements and rulings of the, and judicial decisions, all as in effect as of the date of this prospectus. These authorities are subject to change and to differing interpretation, possibly with retroactive effect. Any change or differing interpretation could alter the tax consequences to non-U.S. holders described in this prospectus. There can be no assurance that a court or the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our common stock and the Pre-Funded Warrants.

 

In addition, this summary does not address the tax treatment of partnerships (or entities or arrangements that are treated as partnerships for U.S. federal income tax purposes) or persons that hold their common stock and Pre-Funded Warrants through partnerships. If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of our common stock and Pre-Funded Warrants, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Such partners and partnerships should consult their tax advisors regarding the tax consequences of the purchase, ownership and disposition of our common stock and Pre-Funded Warrants.

 

All prospective non-U.S. holders of our common stock and Pre-Funded Warrants should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock and Pre-Funded Warrants. In general, a non-U.S. holder means a beneficial owner of our common stock and Pre-Funded Warrants (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes:

 

	●	an individual who is a citizen or resident of the United States;
	●	a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia;
	●	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
	●	a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

 

We assume in this discussion that a non-U.S. holder holds shares of our common stock and Pre-Funded Warrants as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances, nor does it address any alternative minimum, Medicare contribution, estate or gift tax consequences, or any aspects of U.S. state, local or non-U.S. taxes. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as holders that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below), corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, banks, financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-qualified retirement plans, holders who hold or receive our common stock and Pre-Funded Warrants pursuant to the exercise of employee stock options or otherwise as compensation, holders holding our common stock and Pre-Funded Warrants as part of a hedge, straddle or other risk reduction strategy, conversion transaction or other integrated investment, holders deemed to sell our common stock and Pre-Funded Warrants under the constructive sale provisions of the Code, controlled foreign corporations, passive foreign investment companies and certain former U.S. citizens or long-term residents.

 

 

Treatment of Pre-Funded Warrants

 

Although it is not entirely free from doubt, a Pre-Funded Warrant should be treated as a share of common stock for U.S. federal income tax purposes and a holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of common stock, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of a Pre-Funded Warrant should carry over to the share of common stock received. Similarly, the tax basis of the Pre-Funded Warrant should carry over to the share of common stock received upon exercise, increased by the exercise price of $0.0001 per share. Each holder should consult his, her or its own tax advisor regarding the risks associated with the acquisition of Pre-Funded Warrants pursuant to this offering (including potential alternative characterizations). The balance of this discussion generally assumes that the characterization described above is respected for U.S. federal income tax purposes.

 

Certain Adjustments to Pre-Funded Warrants

 

The number of shares of Common Stock issued upon the exercise of the Pre-Funded Warrants and the exercise price of Pre-Funded Warrants are subject to adjustment in certain circumstances. Adjustments (or failure to make adjustments) that have the effect of increasing a U.S. Holder’s proportionate interest in our assets or earnings and profits may, in some circumstances, result in a constructive distribution to the U.S. Holder. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing the dilution of the interest of the holders of Pre-Funded Warrants generally should not be deemed to result in a constructive distribution. If an adjustment is made that does not qualify as being made pursuant to a bona fide reasonable adjustment formula, a U.S. Holder of Pre-Funded Warrants may be deemed to have received a constructive distribution from us, even though such U.S. Holder has not received any cash or property as a result of such adjustment. The tax consequences of the receipt of a distribution from us are described under “Distribution on our Common Stock”.

 

Distributions on Our Common Stock

 

Distributions, if any, on our common stock generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder’s investment, up to such holder’s adjusted tax basis in the common stock. Any remaining excess will be treated as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below in “Gain on Sale, Exchange or Other Disposition of Our Common Stock”. Any such distribution will also be subject to the discussion below under the heading “Foreign Account Tax Compliance”.

 

Dividends paid to a non-U.S. holder will generally be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

 

Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. However, such U.S. effectively connected income, net of specified deductions and credits, is taxed at the same graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

 

 

To claim a reduction or exemption from withholding, a non-U.S. holder of our common stock and Pre-Funded Warrants generally will be required to provide (a) a properly executed IRS Form W-8BEN or W-8BEN-E (or successor forms) and satisfy applicable certification and other requirements to claim the benefit of an applicable income tax treaty between the United States and such holder’s country of residence, or (b) a properly executed IRS Form W-8ECI stating that dividends are not subject to withholding because they are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

 

A non-U.S. holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

 

Gain on Sale, Exchange or Other Disposition of Our Common Stock and Pre-Funded Warrants

 

Subject to the discussion below regarding backup withholding and foreign accounts, in general, a non-U.S. holder will not be subject to any U.S. federal income tax on any gain realized upon such holder’s sale, exchange or other disposition of shares of our common stock and Pre-Funded Warrants unless:

 

	●	the gain is effectively connected with a U.S. trade or business of the non-U.S. holder and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained in the United States by such non-U.S. holder, in which case the non-U.S. holder generally will be taxed at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on Our Common Stock” also may apply;
	●	the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition, which may be offset by U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States); or

 

 

●

our common stock constitutes a U.S. real property interest because we are, or have been, at any time during the five-year period preceding such disposition (or the non-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation.” Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. Even if we are or become a U.S. real property holding corporation, provided that our common stock regularly traded, as defined by applicable Treasury Regulations, on an established securities market, our common stock will be treated as a U.S. real property interest only with respect to a non-U.S. holder that holds more than 5% of our outstanding common stock, directly or indirectly, actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. In such case, such non-U.S. holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). No assurance can be provided that our common stock or will in the future be regularly traded on an established securities market for purposes of the rules described above.

 

Backup Withholding and Information Reporting

 

We must report annually to the IRS and to each non-U.S. holder the gross amount of the distributions (including constructive distributions) on our common stock and Pre-Funded Warrants paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S. holders will have to comply with specific certification procedures to establish that the holder is not a U.S. person (as defined in the Code) in order to avoid backup withholding at the applicable rate, currently 24%, with respect to dividends (or constructive dividends) on our common stock and Pre-Funded Warrants. A non-U.S. holder generally will not be subject to U.S. backup withholding with respect to payments of dividends on our common stock and Pre-Funded Warrants if it certifies its non-U.S. status by providing a valid IRS Form W-8BEN or W-8BEN-E (or successor forms) or W-8ECI, or otherwise establishes an exemption; provided we do not have actual knowledge or reason to know such non-U.S. holder is a U.S. person, as defined in the Code. Dividends paid to non-U.S. holders subject to the U.S. withholding tax, as described above in “Distributions on Our Common Stock and Pre-Funded Warrants”, generally will be exempt from U.S. backup withholding.

 

Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock and Pre-Funded Warrants by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

 

Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.

 

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder may be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timely filed with the IRS.

 

Foreign Account Tax Compliance

 

The Foreign Account Tax Compliance Act, or FATCA, generally imposes a 30% withholding tax on dividends (including constructive dividends) on the common stock if paid to a non-U.S. entity unless (i) if the non-U.S. entity is a “foreign financial institution” ,the non-U.S. entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the non-U.S. entity is not a “foreign financial institution,” the non-U.S. entity identifies certain of its U.S. investors, if any, or (iii) the non-U.S. entity is otherwise exempt under FATCA.

 

Withholding under FATCA generally will apply to payments of dividends (including constructive dividends) on our common stock. While withholding under FATCA would have also applied to payments of gross proceeds from a sale or other disposition of shares of common stock and Pre-Funded Warrants, under proposed U.S. Treasury Regulations withholding on payments of gross proceeds is not required. Although such regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations are issued.

 

An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Under certain circumstances, a holder may be eligible for refunds or credits of the tax. Holders should consult their own tax advisors regarding the possible implications of FATCA on their investment in shares of our common stock and Pre-Funded Warrants.

 

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF SHARES OF OUR COMMON STOCK AND PRE-FUNDED WARRANTS, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

 

 

UNDERWRITING

 

We have entered into an underwriting agreement ThinkEquity LLC, as the representative of the underwriters (the “Representative”), with respect to the securities sold in this offering. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters named below, and the underwriters have agreed, severally and not jointly, to purchase from us the number of shares of common stock and the number of Pre-Funded Warrants set forth opposite the underwriter’s name in the following table at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

 

Underwriter		Number of Shares of Common Stock				Number of Pre-Funded Warrants
ThinkEquity LLC		$
TOTAL		$

 

The underwriters have committed to purchase all of the securities offered by us other than those securities covered by the overallotment option described below, if they purchase any securities. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

 

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

 

The underwriters are offering the securities, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions contained in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

 

Overallotment Option

 

We have granted the underwriters an option to purchase from us, at the public offering price less underwriting discounts and commissions, up to an additional             shares of our common stock and/or Pre-Funded Warrants, solely to cover overallotments, if any. The underwriters may exercise this option, in whole or in part, at any time during the 45-day period from the date of this prospectus. If this option is exercised in full, the total price to the public will be $         , underwriting discounts and commission will be $           and the net proceeds to us, before expenses will be $          , assuming no sale of Pre-Funded Warrants.

 

Underwriting Discount, Commissions and Expenses

 

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters and the proceeds to us before expenses. These amounts are shown assuming both no exercise or full exercise of the underwriters’ option to purchase additional shares of common stock and no sale of the Pre-Funded Warrants.

 

Per Share

Total No Exercise

Total Full Exercise

Public offering price

$

$

$

Underwriting discount (7.5%)

Proceeds, before expenses, to us

$

$

$

 

 

The Representative has advised us that the underwriters propose initially to offer the securities to the public at the public offering price set forth on the cover of this prospectus and to dealers at that price less a concession not in excess of $            per share. If all of the securities are not sold at their respective public offering prices, the Representative may change the public offering price and the other selling terms.

 

We have agreed to pay all of the expenses relating to the offering, including, but not limited to the following: (a) all filing fees and communication expenses relating to the registration of the shares of the securities to be sold in this offering with the SEC; (b) all filing fees and communication expenses associated with the review of the offering by FINRA; (c) all fees and expenses relating to the listing of the shares of common stock on the Nasdaq and such other stock exchanges as we and the Representative together determine, including any fees of the Depository Trust Company for new securities; (d) all fees, expenses and disbursements relating to background checks of the our senior management in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the securities to be sold in this offering under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities to be sold in this offering under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of our public relations firm; (i) the costs of preparing, printing and delivering certificates representing the securities to be sold in this offering; (j) fees and expenses of the transfer agent for the shares of common stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from us to the underwriters; (l) the costs associated with post-closing advertising of this offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which we or our designee will provide within a reasonable time after the closing in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (n) the fees and expenses of our accountants; (o) the fees and expenses of our legal counsel and other agents and representatives; (p) the fees and expenses of the counsel to the underwriters not to exceed $125,000; (q) the cost associated with the Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the Offering up to a maximum of $29,500; (r) $10,000 for data services and communications expenses; (s) expenses incurred by the underwriters for any roadshow for the offering up to a maximum of $10,000; and (t) the Representative’s market making and trading, and clearing firm settlement expenses for the offering tup to a maximum of $30,000.

 

We have paid an expense advance of $40,000 to the Representative, which shall be applied against fees and expenses of legal counsel and other actual out-of-pocket accountable expenses, which will be returned to us to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

 

We have agreed to pay the Representative a non-accountable expense allowance of 1.0% of the gross proceeds of the offering at the closing of the offering. The Representative may deduct from the net proceeds of the offering payable us at closing the expenses to be paid by us to the underwriters, less the expense advance.

 

 

Lock-Up Agreements

 

Pursuant to “lock-up” agreements, each of our executive officers and directors has agreed for a period of one hundred eighty (180) days and holders of 5% or more of the issued and outstanding shares of our common stock have agreed for a period of ninety (90) days, in each case from the date of this prospectus, subject to customary exceptions, without the prior written consent of the Representative, not to, directly or indirectly (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of any shares of common stock, any warrant or option to purchase such shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, shares of common stock or any other equity security of the Company (each a “Relevant Security” and collectively, “Relevant Securities”), in each case owned beneficially owned by them or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Exchange Act with respect to any Relevant Security or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so.

 

Clear Market

 

We have agreed that, for a period of three months from the closing of the offering, we will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (b) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (c) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (d) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (a), (b), (c) or (d) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

 

We have also agreed that, for a period of eighteen (18) months from the closing of the offering, we will not directly or indirectly offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company in any “at-the-market”, continuous equity or variable rate transaction, without the prior written consent of the Representative.

 

Discretionary Accounts

 

The underwriters do not intend to confirm sales of the shares offered hereby to any accounts over which they have discretionary authority.

 

Electronic Distribution

 

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members, if any, participating in the offering. The Representative may allocate a number of shares to the underwriters and selling group members, if any, for sale to their online brokerage account holders. Any such allocations for online distributions will be made by the Representative on the same basis as other allocations.

 

 

Representative’s Warrants

 

We have also agreed to issue to the underwriters or their designees at the closing of this offering Representative’s Warrants to purchase an aggregate of            shares of common stock (5% of the number of shares sold in the offering, excluding the over-allotment option). We are registering hereby the issuance of Representative’s Warrants and the shares of common stock issuable upon exercise of such warrants. The Representative’s Warrants will be exercisable at any time and from time to time, in whole or in part, during a period commencing six months from the commencement of sales in this offering and expiring five years thereafter. The Representative’s Warrants will be exercisable at a price equal to 125% of the public offering price per share of common stock and such warrants shall be exercisable on a cash basis; provided, that, if a registration statement registering the common stock issuable upon exercise of the Representative’s Warrants is not effective, the Representative’s Warrants may be exercised on a cashless basis. The Representative’s Warrants have been deemed underwriting compensation by FINRA and are, therefore, subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The Representative or its permitted assignees under Rule 5110(e)(1) shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, nor engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Warrants, for a period of 180 days from the commencement of sales in the offering, except that they may be assigned, in whole or in part, as specifically set forth in the underwriting agreement. The Representative’s Warrants will provide for customary anti-dilution provisions (for stock dividends, splits and recapitalizations and the like) consistent with FINRA Rule 5110(g)(8). Further, the Representative’s Warrants will provide for a one-time demand registration right at our expense, and unlimited piggyback registration rights, in each case for period of up to five years from the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(B), (C) and (D), respectively.

 

Tail Financing

 

Subject to our right of the Company to terminate the underwriting agreement for cause pursuant to FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to receive a cash fee equal to seven percent (7.5%) and warrants equal to 5%, in each case of the gross proceeds received by us from any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided us by investors whom the Representative had directly introduced to us, if such Tail Financing is consummated at any time within the twelve (12) month period following the earlier to occur of (i) the expiration or termination the letter agreement dated October 22, 2024 between us and the Representative relating to the our engagement of the Representative for the Offering and (ii) the closing of the offering.

 

 

Right of First Refusal

 

Subject to our right of the Company to terminate the underwriting agreement for cause pursuant to FINRA Rule 5110(g)(5)(B), we have agreed that, for the period ending eighteen (18) months from the closing of the offering, the Representative (or any affiliate designated by the Representative) shall have the irrevocable right of first refusal to act as sole investment banker, sole book-runner, sole placement agent and/or sole advisory to the company relating to any merger and acquisition transactions, at the sole discretion of the Representative, for each and every future public and private equity and debt offering, including all equity linked financings, as well as disposal or acquisition of business units, entering into a merger, consolidation or other business combination, share purchase or capital exchange, asset sale or acquisition, tender offer, recapitalization, reorganization, consolidation, amalgamation or similar business combination, for us, or any of our successors or subsidiaries, on terms customary to the Representative. The Representative shall have the sole right to determine whether any other broker dealer shall participate in any such offering and the economic terms of any such participation.

 

Offering Price Determination

 

The public offering price was negotiated between us and the Representative. In determining the public offering price of our common stock the Representative considered, among other things, the following:

 

	●	the trading of our shares of common stock prior to the offering
	●	the information set forth in this prospectus and otherwise available to the underwriters;
	●	the prospectus for our Company and the industry in which we operate;
	●	an assessment of our management;
	●	our past and present financial and operating performance;
	●	our prospectus for future earnings;
	●	financial and operating information and market valuations of publicly traded companies engaged in activities similar to ours;
	●	the prevailing conditions of the United States securities markets at the time of this offering; and
	●	other factors deemed relevant.

 

Neither we nor the underwriters can assure investors that an active trading market will develop for shares of our common stock, or that the shares will trade in the public market at or above the public offering price.

 

Listing

 

We have filed an application to have our common stock and our shares underlying warrants listed on Nasdaq under the symbol “ONEI”. No assurance can be given that our application will be approved. If our application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not consummate the offering.

 

 

Stabilization

 

In connection with this offering, the underwriter may engage in stabilizing transactions, overallotment transactions, syndicate-covering transactions, penalty bids, and purchases to cover positions created by short sales.

 

	●	Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.
	●	Overallotment transactions involve sales by the underwriter of securities in excess of the number of securities the underwriter is obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriter is not greater than the number of securities that they may purchase in the overallotment option. In a naked short position, the number of securities involved is greater than the number of securities in the overallotment option. The underwriter may close out any short position by exercising their overallotment option and/or purchasing securities in the open market.
	●	Syndicate covering transactions involves purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of securities to close out the short position, the underwriter will consider, among other things, the price of securities available for purchase in the open market as compared with the price at which they may purchase securities through exercise of the overallotment option. If the underwriter sells more securities than could be covered by exercise of the overallotment option and, therefore, have a naked short position, the position can be closed out only by buying securities in the open market. A naked short position is more likely to be created if the underwriter is concerned that after pricing there could be downward pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.
	●	Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

 

These stabilizing transactions, overallotment transactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securities in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may be affected on Nasdaq, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

 

Passive Market Making

 

In connection with this offering, underwriter, and selling group members may engage in passive market making transactions in our securities on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

 

Other Relationships

 

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

 

 

SELLING RESTRICTIONS

 

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

 

European Economic Area

 

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

 

	●	to any legal entity which is a qualified investor as defined in the Prospectus Directive;
	●	to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or
	●	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

 

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

 

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, nis authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

 

United Kingdom

 

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

 

Switzerland

 

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the “SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

 

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (the “FINMA”), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the “CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

 

 

Singapore

 

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) ) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

 

Where our securities are subscribed or purchased under Section 275 by a relevant person which is a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired our securities under Section 275 except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person, (b) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; (c) where no consideration is or will be given for the transfer; (d) where such transfer is by operation of law; or (e) as specified in Section 276(7) of the SFA.

 

Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, or (5) as specified in Section 276(7) of the SFA.

 

Hong Kong

 

Our securities may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

 

People’s Republic of China

 

This prospectus will not be circulated or distributed in the People’s Republic of China (PRC) and the shares will not be offered or sold and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

 

 

LEGAL MATTERS

 

The validity of the securities being offered by this prospectus will be passed upon for us by Parr Brown Gee & Loveless, P.C., Salt Lake City, Utah. Lucosky Brookman LLP is acting as counsel to the underwriters.

 

EXPERTS

 

The Company’s financial statements as of and for the years ended December 31, 2024 and 2023, respectively, have been included in this registration statement and have been so included in reliance upon the report of M&K CPAS, PLLC (such report including an explanatory paragraph regarding our ability to continue as a going concern as described in Note 3 to the financial statements), an independent registered public accounting firm, given on the authority of M&K CPAS, PLLC as experts in accounting and auditing.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the SEC, under the Securities Act, a registration statement on Form S-1 relating to the shares offered hereby. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our Company and the shares of common stock we are offering by this prospectus, you should refer to the registration statement, including the exhibits and schedules thereto. Statements contained in this prospectus regarding the contents of any contract or other document are only summaries. With respect to any contract or document filed as an exhibit to the registration statement, you should refer to the exhibit for a copy of the contract or document, and each statement in this prospectus regarding that contract or document is qualified by reference to the exhibit. Our SEC filings, including the registration statement of which this prospectus forms a part, are also available to you, free of charge, from the SEC’s website at www.sec.gov.

 

Upon the effective date of the registration statement of which this prospectus forms a part, we will be subject to the information reporting requirements of the Exchange Act, and we intend to file reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will also be available to you, free of charge, from the SEC’s website at www.sec.gov.

 

We maintain a website at www.onemeta.ai. There we make available free of charge, on or through the investor relations section of our website, the reports and other information that we file with the SEC. Information contained on, or that can be accessed through, our website is not incorporated by reference in and is not a part of this prospectus or the registration statement of which it forms a part or any other report or documents we file with or furnish to the SEC, and investors should not rely on any such information in deciding whether to invest.

 

 

ONEMETA INC.

 

INDEX TO FINANCIAL STATEMENTS

 

As of and for the Years Ended December 31, 2024 and 2023

		Page
Audited Financial Statements of OneMeta Inc.
Report of Independent Registered Public Accounting Firm [PCAOB Firm ID: 2738]		F-2
Balance Sheets as of December 31, 2024 and 2023		F-3
Statements of Operations for the years ended December 31, 2024 and 2023		F-4
Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023		F-5
Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to the Financial Statements		F-7

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Shareholders of OneMeta Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of OneMeta, Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2024 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

Going Concern

 

In prior years, the Company reported continued net losses from operations and negative cash flows from operations. As of December 31, 2024, management determined their cash and cash equivalents balance may not sufficiently cover operating expenditures for the next twelve-month period without raising additional funds. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future expenditures, which are difficult to substantiate.

 

We evaluated the appropriateness of management’s evaluation of the company’s going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern consideration and management’s disclosure on going concern.

 

/s/ M&K CPAS, PLLC

PCAOB ID 2738

We have served as the Company’s auditor since 2022.

 

The Woodlands, TX

March 6, 2025

 

 

OneMeta Inc.

Balance Sheets

 

		December 31, 2024				December 31, 2023
ASSETS
Current assets:
Cash		$	215,816			$	1,129,935
Accounts receivable, net			5,000				6,935
Prepaid and other current assets			94,031				6,820
Total current assets			314,847				1,143,690
Total assets		$	314,847			$	1,143,690
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	586,305			$	522,917
Accrued expenses			18,025				-
Accrued expenses, related party			501,822				281,012
Accrued expenses			501,822				281,012
Note payable, related party			-				221,990
Convertible notes payable			650,000				-
Senior secured promissory notes, related party			543,515				-
Deferred revenue			700,000				-
Total current liabilities			2,999,667				1,025,919
Total liabilities			2,999,667				1,025,919
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 50,000,000 shares authorized,			-				-
Series A Preferred Stock, $0.001 par value, 5,000,000 shares authorized, 2,068 issued and outstanding			2				2
Series B-1 Preferred Stock, $0.001 par value, 8,619,420 shares authorized, 8,619,420 shares issued and outstanding			862				862
Preferred stock, value			862				862
Common stock, $0.001 par value, 500,000,000 shares authorized, 37,790,943 and 32,995,460 shares issued and outstanding, respectively			37,791				32,996
Additional paid in capital			36,792,679				33,992,707
Accumulated deficit			(39,516,154	)			(33,908,796	)
Total stockholders’ equity (deficit)			(2,684,820	)			117,771
Total liabilities and stockholders’ equity (deficit)		$	314,847			$	1,143,690

 

The accompanying notes are an integral part of these financial statements.

 

 

OneMeta Inc.

Statements of Operations

For the years ended December 31, 2024 and 2023

 

		December 31, 2024				December 31, 2023
Revenue		$	31,304			$	70,903
Total revenue			31,304				70,903
Operating expenses:
Research and development			896,899				757,267
General and administrative			2,937,425				4,074,187
Advertising and marketing			92,688				192,747
Legal and professional			625,957				464,930
Impairment expense			-				685,666
Total operating expenses			4,552,969				6,174,797
Loss from operations			(4,521,665	)			(6,103,894	)
Other expense:
Interest expense			(73,890	)			(43,169	)
Total other expense			(73,890	)			(43,169	)
Net loss		$	(4,595,555	)		$	(6,147,063	)
Deemed dividend
Common stock dividend			(1,011,803	)			-
Net loss available to common shareholders		$	(5,607,358	)			(6,147,063	)
Net loss per common share:
Basic		$	(0.17	)		$	(0.22	)
Diluted		$	(0.17	)		$	(0.22	)
Weighted average common shares outstanding:
Basic			33,883,019				28,546,287
Diluted			33,883,019				28,546,287

 

The accompanying notes are an integral part of these financial statements.

 

 

OneMeta Inc.

Statements of Changes in Stockholders’ Equity (Deficit)

For the years ended December 31, 2024 and 2023

 

		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				capital				Deficit				Total
		Series B-1 Preferred Stock								Series A Preferred Stock								Series B-1 Preferred Stock								Common Stock								Additional paid-in				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				capital				Deficit				Total
Balance, December 31, 2022			5,673,346				4,016,616				2,068				2				-				-				24,983,593				24,984				24,156,001				(27,761,733	)			(3,580,746	)
Common shares issued for cash			-				-				-				-				-				-				6,023,067				6,023				3,101,097				-				3,107,120
Stock based compensation			-				-				-				-				-				-				216,000				216				144,787				-				145,003
Contributed capital			-				-				-				-				-				-				-				-				351,459				-				351,459
Imputed interest			-				-				-				-				-				-				-				-				6,660				-				6,660
Stock based compensation			2,946,074				2,085,762				-				-				-				-				1,772,800				1,773				131,187				-				132,960
Reclassification of mezzanine equity			(8,619,420	)			(6,102,378	)			-				-				8,619,420				862				-				-				6,101,516				-				6,102,378
Net loss			-				-				-				-				-				-				-				-				-				(6,147,063	)			(6,147,063	)
Balance, December 31, 2023			-			$	-				2,068			$	2				8,619,420			$	862				32,995,460			$	32,996			$	33,992,707			$	(33,908,796	)		$	117,771
Balance			-			$	-				2,068			$	2				8,619,420			$	862				32,995,460			$	32,996			$	33,992,707			$	(33,908,796	)		$	117,771
Common shares issued for cash			-				-				-				-				-				-				969,500				969				724,631								725,600
Stock based compensation			-				-				-				-				-				-				1,500,000				1,500				1,055,791								1,057,291
Deemed dividend			-				-				-				-				-				-				2,325,983				2,326				1,009,477				(1,011,803	)			-
Contributed capital			-				-				-				-				-				-				-				-				4,448								4,448
Imputed interest			-				-				-				-				-				-				-				-				5,625								5,625
Net loss			-				-				-				-				-				-				-				-				-				(4,595,555	)			(4,595,555	)
Balance, December 31, 2024			-			$	-				2,068			$	2				8,619,420			$	862				37,790,943			$	37,791			$	36,792,679			$	(39,516,154	)		$	(2,684,820	)
Balance			-			$	-				2,068			$	2				8,619,420			$	862				37,790,943			$	37,791			$	36,792,679			$	(39,516,154	)		$	(2,684,820	)

 

The accompanying notes are an integral part of these financial statements.

 

 

OneMeta Inc.

Statements of Cash Flows

For the years ended December 31, 2024 and 2023

 

		December 31, 2024				December 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(4,595,555	)		$	(6,147,063	)
Adjustment to reconcile net loss to cash used in operating activities:
Imputed interest			5,625				6,660
Additional shares issued for prior year software acquisition			-				2,218,722
Stock based compensation			1,057,291				145,003
Amortization			-				391,809
Impairment expense			-				685,666
Net change in:
Accounts receivable			1,935				(6,935	)
Prepaid and other current assets			(87,211	)			(6,820	)
Accounts payable			388,769				614,986
Accrued expenses			18,025				-
Accrued expenses, related party			(100,123	)			(279,916	)
Deferred revenue			700,000				-
CASH FLOWS USED IN OPERATING ACTIVITIES			(2,611,244	)			(2,377,888	)
CASH FLOWS FROM INVESTING ACTIVITIES:
			-				-
CASH FLOWS USED IN INVESTING ACTIVITIES			-				-
CASH FLOWS FROM FINANCING ACTIVITIES:
Reparyment of related party note			(221,990	)			-
Proceeds from convertible notes			650,000				-
Proceeds from related party advances			72,000				-
Payment of related party advances			(72,000	)			-
Proceeds from senior secured promissory notes, related party			643,000				-
Payment to senior secured promissory notes, related party			(99,485	)			-
Proceeds from issuance of common shares			725,600				3,107,120
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			1,697,125				3,107,120
NET CHANGE IN CASH			(914,119	)			729,232
Cash, beginning of period			1,129,935				400,703
Cash, end of period		$	215,816			$	1,129,935
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense		$	42,526			$	-
Cash paid for income taxes		$	-			$	-
NON-CASH TRANSACTIONS
Expenses paid on the Company’s behalf		$	325,381			$	469,952
Deemed dividend		$	1,011,803				-
Reclassification of mezzanine equity		$	-			$	6,102,378
Contributed capital		$	4,448			$	351,459

 

The accompanying notes are an integral part of these financial statements.

 

 

OneMeta Inc.

Notes to the Financial Statements

 

Note 1. Basis of Presentation

 

The accompanying audited financial statements of OneMeta Inc. (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). The Company’s fiscal year end is December 31.

 

OneMeta was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On July 10, 2022, the Company’s name was changed to OneMeta AI. On June 20, 2023, the Company’s name was changed to OneMeta Inc.

 

Note 2. Summary of Significant Accounting Policies

 

Use of Estimates

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of stock-based compensation and long-term customer contracts.

 

Cash and Cash Equivalents

 

Cash equivalents include all highly liquid investments with original maturities of three months or less.

 

Accounts Receivable

 

Accounts receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per year, past experience, review of customer profiles and the aging of receivable balances. As of December 31, 2024 and 2023, there was $1,160 and $0 of allowance for credit losses, respectively.

 

Property and Equipment

 

Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows:

 Schedule of Property and Equipment 

		Estimated
Category		Useful Lives
Building and improvements		3 years

 

Intangible Assets, and Long-Lived Assets

 

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense of $685,666.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:

 

●	Identification of the contract with a customer
●	Identification of the performance obligations in the contract
●	Determination of the transaction price
●	Allocation of the transaction price to the performance obligations in the contract
●	Recognition of revenue when, or as, the Company satisfies a performance obligation

 

F-7

 

 

We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software.

 

We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.

 

Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient.

 

Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed.

 

Disaggregation of revenues

 

The Company disaggregates revenue between subscription and license revenue and training and education revenue.

 Schedule of Disaggregation of Revenue 

		12/31/2024				12/31/2023
		For the Years Ended
		12/31/2024				12/31/2023
Subscription and license		$	27,804			$	54,483
Training and education			3,500				16,420
Total Revenue		$	31,304			$	70,903

 

Deferred Revenue

 

Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. On October 8, 2024, the Company entered into an OEM Agreement to provide OEM Solutions hosting consisting of over-the-phone consecutive AI language translation solutions. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. The Company identified three separate performance obligations within the contract. The performance obligations are OEM Solution service, professional services and technical support. The OEM Solution revenue is recognized based on a per-minute rate while the professional services and technical support revenue is recognized based on a per hour rate. The Company expects the $700,000 credit to be used mainly by OEM Solution and professional services. As of December 31, 2024, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following twelve months. As of December 31, 2024 and 2023, deferred revenue was $700,000 and $0, respectively.

 

Stock-Based Compensation

 

All stock-based awards to employees and non-employee contractors, including any grants of stock and stock options, are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Stock based awards to non-employees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date.

 

F-8

 

 

Basic and Diluted Loss Per Share

 

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined by using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31, 2024 and 2023, reflected in the accompanying statement of operations.

 

Segments Reporting

 

The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

 

Recent Accounting Pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. We adopted ASU No. 2023-07 during the year ended December 31, 2024.

 

Note 3. Going Concern

 

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of December 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Where the anticipated offering is unsuccessful, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements. Management is seeking to obtain additional funds by equity financing and or related party advances, however, there is no assurance of additional funding being available.

 

Note 4. Software

 

On June 30, 2022, the Company entered into an acquisition agreement with Metalanguage Corp. Per the acquisition agreement, the Company acquired all the shares of Metalanguage Corp.  Per the acquisition agreement, the purchase price is comprised of $210,000 cash, 1,363,636 shares of Series B-1 Preferred Stock and the right to receive contingent consideration in the form of equity. The contingent consideration for the acquisition is comprised of 1,363,637 shares of Series B-1 Preferred Stock, which shall be held in escrow and will be issued upon the Company achieving sales of $5 million within 12 consecutive months prior to December 31, 2027. The day one contingent liability is $0 since the probability of achieving $5 million in sales within twelve consecutive months is low but will be re-evaluated in future periods.

 

The total purchase price for the acquisition was determined to be $1,175,427 which consisted of $210,000 cash paid and 1,363,636 shares of Series B-1 Preferred Stock valued at the redemption value of $0.70798 per share with a fair value of $965,427. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as software on the balance sheet. The Company estimated the useful life of the software acquired and purchased to be 3 years. During the years ended December 31, 2023, the Company recorded $391,809 of amortization expense related to the software. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense of $685,666. As of December 31, 2024 and 2023, the software balance, net of amortization was $0.  

 

F-9

 

 

Note 5. Related Party Transactions  

 

Advances, related party

 

During the year ended December 31, 2024, Mr. Day advanced the Company $72,000 and was repaid $72,000. The advances are unsecured, non-interest bearing and are payable on demand. As of December 31, 2024, the related party advances balance owed to Mr. Day was $0.

 

Expense paid on the Company’s behalf

 

During the year ending December 31, 2024, the CFO and CEO paid $316,519 and $8,862 of expenses on the Company’s behalf and was repaid $266,235 and $8,862, respectively. During the year ending December 31, 2023, the CFO paid $469,952 of expenses on the Company’s behalf and was repaid $479,425. As of December 31, 2024 and 2023, the balance owed to Mr. Day was $54,621 and $4,337, respectively.

 

Founder note

 

Rowland Day, the Company’s prior CEO, agreed to provide the necessary working capital for the Company’s business. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5% and is convertible into Series B-1 Preferred Stock at the rate of $0.10 per share. During the years ended December 31, 2024 and 2023, the Company recorded imputed interest expense of $5,625 and $6,660, respectively. On October 1, 2023, Mr. Day agreed to waive the convertible feature on the note payable. During the year ended December 31, 2024, the Company paid $221,990 of the related party principal and the accrued interest of $42,525. As of December 31, 2024, the related party note payable principal balance was $0 and the related accrued interest was $0. As of December 31, 2023, the note payable, related party principal balance was $221,990, with accrued interest of $33,299.

 

Common and Series B-1 Preferred stock issuances

 

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 1,772,800 shares of common stock and 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, as stock-based compensation. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.

 

Accrued salary and interest

 

On October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to settle all accrued salary and interest for service provided prior to the September 1, 2022. As a result, the Company recorded the settlement of $351,459 as a contribution to capital during the year ended December 31, 2023. As of December 31, 2024, the accrued related party salary and accrued interest expense was $364,500 and $23,121. As of December 31, 2023, the accrued related party salary and accrued interest expense was $230,000 and $13,377.

 

Senior secured notes payable

 

On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. During the year ended December 31, 2024, the Company paid $85,485 of the secured promissory note principal. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

F-10

 

 

On June 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $216,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On August 27, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $5,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on October 31, 2024. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $23,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

On October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

 

F-11

 

 

On November 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $14,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on January 31, 2025. During the year ended December 31, 2024, the Company paid $14,000 of the secured promissory note principal.

 

For all of the secured promissory notes payable with the Lender, to secure the prompt and complete payment of all secured obligations, for value received and pursuant to the notes, the Grantor hereby grants, assigns and transfers to the Lender a security interest in and to all of the Grantor’s assets. At the time any Collateral becomes subject to a security interest of the Lender hereunder, unless the Lender shall otherwise consent, the Grantor shall be deemed to have represented and warranted that (a) the Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of the Lender.

 

As of December 31, 2024, the related party senior secured promissory notes payable principal balance was $543,515 with accrued interest of $43,853. 

 

Note 6. Convertible Notes Payable 

 

In December 2024, the Company issued convertible notes payable to three investors in exchange for $650,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates. As of December 31, 2024, the convertible notes payable principal balance was $650,000.

 

Note 7. Equity

 

The Company is currently authorized to issue up to 500,000,000 shares of common stock with a par value of $0.001. In addition, The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.

 

On May 1, 2023, the Company amended their articles of incorporation to increase the authorized B-1 preferred shares to 8,619,420 shares.

 

Common Stock

 

2024

 

During the year ended December 31, 2024, the Company issued 969,500 shares of common stock for cash and collected $725,600.

 

F-12

 

 

During the year ended December 31, 2024, the Company issued 1,500,000 shares of common stock to a consultant for service that were valued at $652,500.

 

One November 25, 2024, the Board approved the issuance of additional 2,325,983 shares of common stock to shareholders. The shares were issued to shareholders who previously entered into subscription agreements with the Company. This issuance was recorded as a deemed dividend and valued at $1,011,803.

 

2023

 

During the year ended December 31, 2023, the Company issued 6,023,067 shares of common stock for cash and collected $3,107,120.

 

During the year ended December 31, 2023, the Company issuance of 216,000 shares of common stock to consultants for services provided that were valued at $83,434.

 

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for additional stock-based compensation to be paid to Mr. Leal in connection with the Company’s acquisition of Metalanguage from Mr. Leal and in consideration of Mr. Leal’s importance in continuing to lead and expand the Company’s business on a post-acquisition basis. The Addendum provided for the additional issuance of 1,772,800 shares of common stock with a fair value of $132,960 and the issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, which was recorded as stock-based compensation during the period issued and expensed immediately. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.

 

Preferred Stock

 

Under our Articles of Incorporation, we are authorized to issue up to 2,068 shares of Series A Preferred Stock and up to 8,619,420 of Series B-1 Preferred Stock, each with par value of $0.001. The Series B-1 Preferred Stock is comprised solely of Series B-1 Preferred Stock.

 

Series A Preferred Stock

 

The Series A Preferred Stock has liquidation and dividend preferences. Each share of Series A has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis. As of December 31, 2024 and December 31, 2023, there are 2,068 shares of Series A-1 issued and outstanding.

 

Series B-1 Preferred Stock

 

The Series B -1 Preferred Stock (“Series B-1”) has liquidation and dividend preferences. Each share of Series B-1 Preferred Stock has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock the series of preferred shares are convertible into. Each share is convertible on a 1 to 11 common share basis. Our Articles of Incorporation include covenants requiring 51% of the outstanding votes of the series of stock to amend or repeal any incorporation documents that would alter the rights or preferences of the Series B-1 Preferred Stock, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1 Preferred Stock, amend the company’s bylaws, or enter into a transaction that would result in a change in control. Series B-1 Preferred Stock was included in mezzanine equity on the balance sheet, because it was convertible at the redemption value into a variable number of shares. On September 30, 2023, the Company amended its Articles of Incorporation to remove the redemption right of the Series B-1 Preferred Stock, which was subsequently reclassified from mezzanine equity to permanent equity on the Company’s balance sheet.

 

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal as stock-based compensation. The shares were valued at $2,085,762 and recorded as stock-based compensation during the period issued. As of December 31, 2024 and 2023, there are 8,619,420 shares of Series B-1 issued and outstanding.

 

F-13

 

   

Stock Warrants

 

During the year ended December 31, 2023, the Company issued 350,000 common stock warrants in conjunction with stock purchase agreements. The warrants have a 5-year term and an exercise price range from $1.00 - $2.00. The common stock warrants have a relative fair value of $72,785. The Company valued the warrants using the Black-Scholes model with the with the following range of key assumptions: Stock price $0.167 - $0.40, Exercise price $1.00 - $2.00, Term 5 years, Volatility 169.90% – 172.74% , Discount rate 3.91% – 4.27% and a Dividend yield of 0%.

 

The following table summarizes the stock warrant activity for the years ended December 31, 2024 and 2023:

 

Schedule of Warrant Outstanding

		Warrants				Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2022			78,750			$	0.50
Granted			350,000				1.29
Exercised			–				–
Forfeited			–				–
Expired			(78,750	)			0.50
Outstanding, December 31, 2023			350,000				1.29
Granted			–				–
Exercised			–				–
Forfeited			–				–
Expired			–				–
Outstanding, December 31, 2024			350,000			$	1.29

 

As of December 31, 2024, the outstanding and exercisable warrants have a weighted average remaining term of 3.31 with intrinsic value of $50,000.

 

Stock Options

 

2024

 

On January 24, 2024, the board of directors approved the issuance of 750,000 options to a director. The options have a ten-year term at an exercise price of $0.51 and vest in 4 equal annual instalments beginning one year from the issuance date. The total fair value of these option grants at issuance was $368,386. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 6.25 years, Volatility 162.68% and Discount rate 4.14%.

 

On August 5, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a five-year term at an exercise price of $0.51. The options vest as follows: (i) 50,000 options will become vested and exercisable with respect to 3,125 shares on December 31, 2024, and 3,125 shares at the end of each calendar quarter for years 2025, 2026, 2027, and ending on September 30, 2028, until the 50,000 Options are 100% vested (ii) 12,500 Options will vest over four years on an annual basis when the Participant exceeds annual sales objectives established by the Company for years 2025, 2026, 2027, and 2028, for a total of 50,000 Options. Participant’s sales objectives for the following calendar year will be set by November 15 of the prior year. The total fair value of these option grants at issuance was $43,894. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 3.75 and 5 years, Volatility 120.76% and 167.38% and Discount rate 3.62%.

 

On August 19, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a five-year term at an exercise price of $0.51. The Option will become vested and exercisable with respect to 7,500 shares on December 31, 2024, and 7,500 shares at the end of each calendar quarter for years 2025, 2026, 2027 and ending on September 30, 2028. The total fair value of these option grants at issuance was $52,021. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.57, Exercise price $0.57, Term 3.75 years, Volatility 117.27% and Discount rate 3.75%.

 

F-14

 

 

On October 29, 2024, the board of directors approved the issuance of 1,200,000 options to an employee. The options expire on March 28, 2029 and have an exercise price of $0.75. 75,000 Options are fully vested and 525,000 Options will become vested and exercisable with respect to 37,500 shares on the last day of each calendar quarter beginning December 31, 2024, and ending on September 30, 2028, until 525,000 Option Shares are 100% vested. For a period of four years beginning October 1, 2024, ending September 30, 2025; October 1, 2025, ending September 30, 2026; October 1, 2026 ending September 30, 2027; and October 1, 2027 ending September 30, 2028, 150,000 Option Shares will vest (subject to meeting certain total new bookings) on September 30 of each year, beginning September 30, 2025. Vesting for each 12-month term is contingent upon Participant exceeding a minimum amount of total new bookings as determined by the Company’s board of directors or their designee. For the first term ending on September 30, 2025, Participant must exceed $5 million of total new bookings for the first vesting of 150,000 Option Shares. The total fair value of these option grants at issuance was $387,206. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.43, Exercise price $0.75, Term 4.21 and 4.41 years, Volatility 120.02% and 122.74 and Discount rate 4.38%.

 

On November 26, 2024, the Company amended the October 29, 2024 option issuance to change the exercise price to $0.41 per commons stock share and to extend the expiration of the options to October 1, 2029. The Company calculated the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The total incremental fair value of the modified awards was $67,171.

 

During the year ended December 31, 2024, the Company recognized $404,791 of expense related to outstanding stock options.

 

2023

 

On June 5, 2023, the Company issued 400,000 options to an employee. The options have a five-year term at an exercise price of $0.17. The options vest at 10% over a four-year period in equal installments on each of the succeeding four anniversary dates. The remaining 240,000 options vest upon the Company attaining a $60,000,000 run rate by December 31, 2025. The total fair value of these option grants at issuance was $62,002.

 

On August 25, 2023, the Company issued 125,000 options to an employee. The options have a three-month term at an exercise price of $0.40 and vest upon issuance. On November 24, 2023, the options expired. The total fair value of these option grants at issuance was $3,850.

 

On October 1, 2023, the Company issued 45,000 options to an advisory board member. The options have a five-year term at an exercise price of $0.27 and vest upon issuance. The total fair value of these option grants at issuance was $11,572.

 

On October 11, 2023, the Company issued 550,000 options to an advisory board member. The options have a five-year term at an exercise price of $0.57. The options vest as follows: (i) 25,000 options on each of January 31, April 30, July 31, and October 31 for the years 2024 and 2025; (ii) 50,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $5,000,000 by June 30, 2024; (iii) 100,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $20,000,000 by June 30, 2025; and (iv) 200,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $40,000,000 by June 30, 2026. The total fair value of these option grants at issuance was $298,275.

 

On December 16, 2023, the Company issued 1,000,000 options to a director. The options have a ten-year term at an exercise price of $0.57. The options vest over a four-year period in equal installments on each of the succeeding four anniversary dates. The total fair value of these option grants at issuance was $397,140.

 

During the year ended December 31, 2023, the Company issued 1,650,000 common stock options to consultants and a director. The options have a term ranging from three to five years with exercise prices ranging from $0.40 - $0.75. Of the 1,650,000 options, 100,000 options vest upon issuance and 1,550,000 options vest 20% at issuance and 80% over a four year period in equal installments on each of the succeeding four anniversary dates. The total fair value of these option grants at issuance was $611,764.

 

F-15

 

 

The Company valued the stock options using the Black-Scholes model with the following range of key assumptions: Stock price $0.17 - $0.57, Exercise price $0.27 - $0.75, Term 0.25 - 5 years, Volatility 76.64% – 172.88% and Discount rate 2.01% – 4.60%.

 

During the year ended December 31, 2023, the Company recognized $61,569 of expense related to outstanding stock options.

 

The following table summarizes the stock option activity for the years ended December 31, 2024 and 2023:

 

Schedule of Stock Options

		Options				Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2022			–			$	–
Granted			3,370,000				0.43
Exercised			–				–
Forfeited			–				–
Expired			(125,000	)			0.40
Outstanding, December 31, 2023			3,645,000				0.43
Granted			2,170,000				0.46
Exercised			–				–
Forfeited			(1,400,000	)			0.33
Expired			–				–
Outstanding, December 31, 2024			4,415,000			$	0.46
Exercisable, December 31, 2024			1,008,125			$	0.45

 

As of December 31, 2024 the outstanding and exercisable options have a weighted average remaining term of 5.00 with $757,606 intrinsic value.

 

Note 8: Commitments and Obligations

 

On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement (the “Agreement”) with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non-sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the Agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers.

 

One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party.

 

F-16

 

 

On October 8, 2024, the Company entered into an OEM Agreement (the “Agreement”) with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel, whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. NICE is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language translation solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The agreement has an initial term of three years and will automatically renew for additional periods of one year. Additionally, the Company will continue to provide support to NICE for a period of five years following termination or expiration of the agreement. The agreement also has an exclusivity period of eighteen months. During the exclusivity period, NICE shall not develop or make its own native over-the-phone consecutive AI language translation solution, nor shall NICE OEM a competitive over-the-phone consecutive AI language translation solution, where such solution is embedded within the NICE Product. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. As of December 31, 2024, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following twelve months.

 

Note 9. Income Tax

 

The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:  

 

Schedule of Income Tax Rate Reconciliation

		Year Ended				Year Ended
		December 31,				December 31,
		2024				2023
Income tax benefit computed at the statutory rate		$	965,000			$	1,291,000
Tax effect of:
True-up and non-deductible expenses			(422,000	)			1,952,000
Change in valuation allowance			(543,000	)			(3,243,000	)
Provision for income taxes		$	–			$	–

 

Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows: 

 

Schedule of Deferred Tax Assets and Liabilities

		As of				As of
		December 31,				December 31,
		2024				2023
Deferred income tax assets
Net operating losses		$	4,069,000			$	3,525,000
Valuation allowance			(4,069,000	)			(3,525,000	)
Net deferred income tax assets		$	–			$	–

 

The Company has an operating loss carry forward of approximately $19,375,000.

 

Note 10. Subsequent Events

 

In December 2024, The Company entered into employment agreements with Mr. Leal and Mr. Day, each of which will become effective as of the effective date of the anticipated registration statement. Pursuant to the employment agreements, Mr. Day has agreed to serve as President, Chief Financial Officer, Secretary, Chief Legal Officer and Chairman of the Board of the Company and Mr. Leal has agreed to serve as Chief Executive Officer and as a Director for five years from the effective date in consideration for an annualized salary of $300,000, payable in regular installments in accordance with the usual payment practices of the Company. The employment agreements contemplate annual bonus awards based on the achievement of performance objectives and targets established annually by the Board of Directors and possible additional bonuses for services and results achieved by Mr. Day and Mr. Leal.

 

In February 2024, the Company issued convertible notes payable to two investors in exchange for $250,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.

 

F-17

 

 

On February 6, 2025, the Company issued a convertible note payable to a related party, Roy Chestnutt, director and audit committee member, in exchange for $50,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.

 

On February 24, 2025 and February 26, 2025, the Company issued convertible notes payable to two related parties, sons of Manoel Amorim, an independent director nominee, in aggregate principal amount of $50,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.

 

On February 27, 2025, Rowland Day agreed to extend the maturity date on all of his outstanding secured promissory notes payable to April 11, 2025.

 

 

Shares of Common Stock

Pre-Funded Warrants to purchase up to             Shares of Common Stock

 

 

OneMeta, Inc.

 

PROSPECTUS

 

ThinkEquity

 

            , 2025

 

Through and including                      , 2025 (the 25th day after the date of this offering), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

The following table sets forth the fees and expenses incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being registered hereby. All of the amounts shown are estimated except the SEC registration fee, the Nasdaq application fee, the Nasdaq listing fee and the FINRA filing fee. Estimated fees and expenses can only reflect information that is known at the time of filing this registration statement and are subject to future contingencies, including additional expenses for future offerings.

 

Type of Expense		Amount
SEC Registration Fee		$
Nasdaq Listing Fee		$
FINRA Filing Fee		$	2,412
Transfer Agent Fees		$
Printing and Engraving Expenses		$
Accounting and Consulting Fees		$
Legal Fees and Expenses		$
Miscellaneous Costs		$
Total		$

 

Item 14. Indemnification of Directors and Officers

 

NRS 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

 

NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. NRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person (a) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

NRS 78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant to NRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made (i) by the stockholders; (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides that the corporation’s articles of incorporation or bylaws, or an agreement made by the corporation, may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation.

 

 

Under the NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751:

 

	●	Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and
	●	Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

 

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

 

The articles of incorporation of the Company provide that to the fullest extent permitted under the NRS (including, without limitation, to the fullest extent permitted under NRS 78.7502 and 78.751(3)) and other applicable law, the Company shall indemnify directors and officers of the Company in their respective capacities as such and in any and all other capacities in which any of them serves at the request of the Company. The articles of incorporation of the Company further provide that the liability of its directors and officers shall be eliminated or limited to the fullest extent permitted by the NRS, and that if the NRS are amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Company shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time; and in addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Company in its bylaws or by agreement, the expenses of directors and officers incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such director or officer in his or her capacity as a director or officer of the Company, must be paid, by the Company or through insurance purchased and maintained by the Company or through other financial arrangements made by the Company, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company.

 

Further, the Company has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained in the NRS. Such agreements may require the Company, among other things, to advance expenses and otherwise indemnify its executive officers and directors against certain liabilities that may arise by reason of their status or service as executive officers or directors, to the fullest extent permitted by law. The Company intends to enter into indemnification agreements with any new directors and executive officers in the future.

 

The Company maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 

We expect to enter into customary indemnification agreements with our executive officers and directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.

 

 

Item 15: Recent Sales of Unregistered Securities

 

In the past three years, we have issued the following securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Regulation D thereunder:

 

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Were the shares issued at a discount to market price at the time of issuance? (Yes/No)

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registration Type.

1/15/21

New Issue

250,000

Common

$

.20

No

Jodi Bardash

Cash

Restricted

Exempt

1/25/21

New Issue

250,000

Common

$

20

No

Andrew Hansen

Cash

Restricted

Exempt

1/26/21

New Issue

100,000

Common

$

.001

No

Georgette Wansor

Services

Restricted

Exempt

1/27/21

New Issue

50,000

Common

$

.20

No

Moises Eskenazi

Cash

Restricted

Exempt

2/1/21

New Issue

89,140

Common

$

.20

No

Daniel Feeney

Cash

Restricted

Exempt

2/1/21

New Issue

149,740

Common

$

.20

No

Conrad F. Hohener III

Cash

Restricted

Exempt

2/1/21

New Issue

149,360

Common

$

.20

No

Keith Stribling Separate Property Trust

Cash

Restricted

Exempt

2/1/21

New Issue

149,360

Common

$

.20

No

Newton Family Trust David Newton

Cash

Restricted

Exempt

2/1/21

New Issue

148,865

Common

$

.20

No

Philip and Allison Nelson Family Trust

Cash

Restricted

Exempt

2/1/21

New Issue

149,660

Common

$

.20

No

Edward A. Gage Jr. Revocable Trust

Cash

Restricted

Exempt

2/1/21

New Issue

149,495

Common

$

.20

No

Meyer Living Trust Todd Meyer

Cash

Restricted

Exempt

2/23/21

New Issue

66,667

Common

$

.75

No

Robert Hartman

Cash

Restricted

Exempt

2/23/21

New Issue

40,000

Common

$

.75

No

Anthony Campisi

Cash

Restricted

Exempt

8/5/21

New Issue

16,367

Common

$

.001

No

Gregory Howison

Debt Conversion

Restricted

Exempt

9/21/21

New Issue

152,627

Common

$

.001

No

Knobbe, Martens, Olson & Bear LLP Philip Nelson

Debt Conversion

Restricted

Exempt

1/22/22

New Issue

250,000

Common

$

.40

No

Kristy Rus

Cash

Restricted

Exempt

4/1/22

New Issue

1,347,431

Common

$

.001

No

Bob Carroll

Consulting Agreement

Restricted

Exempt

4/19/22

New Issue

62,500

Common

$

.40

No

Gary Mauro

Cash

Restricted

Exempt

4/22/22

New Issue

25,000

Common

$

.40

No

Daniel Wisan

Cash

Restricted

Exempt

5/18/22

New Issue

37,500

Common

$

.40

No

Sarah and Clinton Walker

Cash

Restricted

Exempt

6/15/22

New Issue

50,000

Common

$

.40

No

Robert Dean Schalow

Cash

Restricted

Exempt

6/20/22

New Issue

37,500

Common

$

.40

No

Daniel Wisan

Cash

Restricted

Exempt

7/19/22

New Issue

50,000

Common

$

.40

No

Brian J. Finley

Cash

Restricted

Exempt

7/19/22

New Issue

58,750

Common

$

.40

No

Roy E. Mullin

Cash

Restricted

Exempt

7/19/22

New Issue

66,250

Common

$

.40

No

Roy E. Mullin Roth IRA

Cash

Restricted

Exempt

7/20/22

New Issue

100,000

Common

$

.40

No

Richard Allen Sanders

Cash

Restricted

Exempt

8/15/22

New Issue

250,000

Common

$

.40

No

Istvan Elek

Cash

Restricted

Exempt

8/19/22

New Issue

15,385

Common

$

.65

No

Maria Julia Rojas

Cash

Restricted

Exempt

8/25/22

New Issue

15,385

Common

$

.65

No

Munsee Co. LLC Nick Munsee

Cash

Restricted

Exempt

9/9/22

New Issue

15,385

Common

$

.65

No

Dominic Pace

Cash

Restricted

Exempt

9/19/22

New Issue

15,395

Common

$

.65

No

Sean Blair

Cash

Restricted

Exempt

9/20/22

New Issue

20,000

Common

$

.40

No

Nicholas Lampson

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

$

.40

No

Lindsey Warren Davis

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

$

.40

No

Elisha Gardener Honeycutt

Cash

Restricted

Exempt

 

 

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Were the shares issued at a discount to market price at the time of issuance? (Yes/No)

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registration Type.

10/10/22

New Issue

90,000

Common

$

.40

No

Bryan Finley

Cash

Restricted

Exempt

10/10/22

New Issue

30,000

Common

$

.40

No

Garry Maruo

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

$

.40

No

Leroy Saleme

Cas

Restricted

Exempt

10/10/22

New Issue

40,000

Common

$

.40

No

Daniel Wisian

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

$

.40

No

George Henry Somerville

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

$

.40

No

Bradley L Morrison

Cash

Restricted

Exempt

10/10/22

New Issue

30,003

Common

$

.40

No

Shilpa P Bakre

Cash

Restricted

Exempt

10/10/22

New Issue

125,00

Common

$

.40

No

Dean V Wiberg

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

$

.40

No

Sonia Van Meter

Cash

Restricted

Exempt

10/10/22

New Issue

20,000

Common

$

.40

No

William O Mara

Cash

Restricted

Exempt

10/10/22

New Issue

20,000

Common

$

.40

No

Warren Alverson

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

$

.40

No

Ryan S Sanders

Cash

Restricted

Exempt

10/20/22

New Issue*

9,615

Common

$

.40

No

Sean Bair

Cash

Restricted

Exempt

10/20/22

New Issue

9,615

Common

$

.40

No

Munsee Co LLC

Cash

Restricted

Exempt

10/20/22

New Issue*

9,615

Common

$

.40

No

Maria Julia Rojas

Cash

Restricted

Exempt

10/20/22

New Issue

9,615

Common

$

.40

No

Dominic Pace

Cash

Restricted

Exempt

10/24/22

New Issue

10,000

Common

$

.40

No

Thomas Charles Gent

Cash

Restricted

Exempt

10/25/22

New Issue

10,000

Common

$

.40

No

Arlo Pignotti

Cash

Restricted

Exempt

10/27/22

New issue

45,000

Common

$

.40

No

Evan Spaulding

Cash

Restricted

Exempt

10/29/22

New Issue

62,500

Common

$

.40

No

Plan R Enterprises Inc.

Cash

Restricted

Exempt

10/31/22

New Issue

40,000

Common

$

.40

No

Thomas C Clemons

Cash

Restricted

Exempt

10/31/22

New Issue

700,000

Common

$

.40

No

Gonzalo Carballo

Cash

Restricted

Exempt

11/01/22

New Issue

31,500

Common

$

.40

No

Don L Enlow

Cash

Restricted

Exempt

11/29/22

New Issue

10,000

Common

$

.40

No

Bear Mccreadie

Cash

Restricted

Exempt

11/29/22

New Issue

100,000

Common

$

.40

No

Daniel Wisian

Cash

Restricted

Exempt

11/29/22

New Issue

10,000

Common

$

.40

No

Lindsey Warren Davis

Cash

Restricted

Exempt

11/29/22

New Issue

12,500

Common

$

.40

No

Earls Heritage Trust

Cash

Restricted

Exempt

04/12/23

New Issue

125,000

Common

$

.40

No

Larry Oliver

Cash

Restricted

Exempt

04/12/23

New Issue

100,000

Common

$

.40

No

Michael L Soileau

Cash

Restricted

Exempt

04/12/23

New Issue

250,000

Common

$

.40

No

Abraham Family Trust DTD 9/14/1983

Cash

Restricted

Exempt

04/26/23

New Issue

50,000

Common

$

.40

No

Abigail Frank

Cash

Restricted

Exempt

04/26/23

New Issue

250,000

Common

$

.40

No

Darren Scharf

Cash

Restricted

Exempt

05/01/23

New Issue

1,772,800

Common

$

.001

No

Saul Leal

Restricted

Exempt

05/09/23

New Issue

30,000

Common

$

.001

No

The David Politis Company Inc.

Services

Restricted

Exempt

 

 

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Were the shares issued at a discount to market price at the time of issuance? (Yes/No)

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registration Type.

05/12/23

New Issue

125,000

Common

$

.40

No

Damon Garcia

Cash

Restricted

Exempt

05/23/23

New Issue

125,000

Common

$

.40

No

Quest Trust Company

Cash

Restricted

Exempt

05/23/23

New Issue

250,000

Common

$

.40

No

KolleenT Kennedy

Cash

Restricted

Exempt

05/31/23

New Issue

35,000

Common

$

.40

No

The Entrust Group Inc. Cust FBO Nicholas

Cash

Restricted

Exempt

05/31/23

New Issue

125,000

Common

$

.40

No

Quest Trust Company FBO Ronald L Reeves

Cash

Restricted

Exempt

06/14/23

New Issue

62,500

Common

$

.40

No

Adam Yonnotta

Cash

Restricted

Exempt

06/15/23

New Issue

10,000

Common

$

.40

No

Lindsey Warren Davis

Cash

Restricted

Exempt

07/11/23

New Issue

25,000

Common

$

.40

No

John Consentino

Cash

Restricted

Exempt

07/11/23

New Issue

1,666,667

Common

$

.30

No

AOS Holdings Inc.

Cash

Restricted

Exempt

08/18/23

New Issue

200,000

Common

$

.40

No

Bryan Finley

Cash

Restricted

Exempt

09/28/23

New Issue

40,000

Common

$

.40

No

Jed Morley

Cash

Restricted

Exempt

10/03/23

New Issue

187,500

Common

$

.40

No

Chris Weston

Cash

Restricted

Exempt

10/03/23

New Issue

125,000

Common

$

.40

No

Kenneth John Weston

Cash

Restricted

Exempt

10/16/23

New Issue

100,000

Common

$

1,00

No

Istvan Elek

Cash

Restricted

Exempt

10/25/23

New Issue

10,000

Common

$

.001

No

The David Politis Company Inc.

Services

Restricted

Exempt

10/25/23

New Issue

37,500

Common

$

.40

No

Quest Trust Company FBO Stephen Csobaji

Cash

Restricted

Exempt

11/17/23

New Issue

250,000

Common

$

.40

No

Allyse Sedivy

Cash

Restricted

Exempt

10/25/23

New Issue

62,500

Common

$

.40

NO

The Entrust Group Inc. FBO Troy Jordan

Cash

Restricted

Exempt

11/30/23

New Issue

136,000

Common

$

.001

No

Fon Consulting LLC

Cash

Restricted

Exempt

12/19/23

New Issue

1,343,942

Common

$

.40

No

Madison Trust Company Cust Elizabeth Chlipala

Cash

Restricted

Exempt

12/19/23

New Issue

97,882

Common

$

.40

No

Madison Trust Company Cust James E Kerrins

Cash

Restricted

Exempt

12/19/23

New Issue

2,044,090

Common

$

.40

No

Madison Trust Company Cust Elizabeth Chlipala

Cash

Restricted

Exempt

12/19/23

New Issue

36,886

Common

$

.40

No

Madison Trust Company Cust James E Kerrins

Cash

Restricted

Exempt

12/12/23

New Issue

50,000

Common

$

.40

No

Bryan Finley

Cash

Restricted

Exempt

12/21/23

New Issue

250,000

Common

$

.40

No

Corey Kotlarz LLC

Cash

Restricted

Exempt

12/12/23

New Issue

50,000

Common

$

.40

No

Phillip Tiemann

Cash

Restricted

Exempt

03/25/24

New Issue

87,500

Common

$

.40

No

The Entrust Group Inc. CUST Jonathan Tiemann

Cash

Restricted

Exempt

4/24/2024

New Issue

208,333

Common

$

.40

No

Ralph Bonaduce

Cash

Restricted

Exempt

6/24/2024

New Issue

238,000

Common

$

.80

No

James Kerrins

Cash

Restricted

Exempt

6/24/2024

New Issue

187,750

Common

$

.80

No

Elizabeth Chlipala

Cash

Restricted

Exempt

8/28/2024

New Issue

562,500

Common

$

.40

No

Marc Bern

Cash

Restricted

Exempt

12/10/2024

New Issue

-

$500,000 Convertible Note

-

No

James E. Kerrins and Elizabeth A. Chlipala

Cash

Restricted

Exempt

12/17/2024

New Issue

-

$100,000 Convertible Note

-

No

Marc Bern

Cash

Restricted

Exempt

12/17/2024

New Issue

1,500,000

Common

.40

No

Istvan Elek

Provision of consulting services

Restricted

Exempt

 

 

Item 16. Exhibits and Financial Statement Schedules

 

(a) Exhibits

 

EXHIBIT INDEX

 

Number		Description of Document
1.1		Form of Underwriting Agreement**
3.1		Amended and Restated Articles of Incorporation of OneMeta Inc.*
3.2		Bylaws of OneMeta Inc.*
4.1		Form of Common Stock Certificate**
4.3		Form of Representative’s Warrant**
4.4		Form of the Pre-Funded Warrant**
5.1		Opinion of Parr Brown Gee & Loveless, P.C.**
10.1		Form of Indemnification Agreement+**
10.2		2023 Equity Incentive Plan of OneMeta Inc.+ *
10.3		Share Acquisition Agreement among WebSafety, Inc., Metalanguage Corp. and Saul Leal dated June 30, 2022*
10.4		Amendment and Addendum to Share Acquisition Agreement dated June 30, 2022, among OneMeta AI (f/k/a WebSafety, Inc.), Metalanguage Corp. and Saul Leal dated May 1, 2023*
10.5		Employment Agreement of Saul Leal*
10.6		Employment Agreement of Rowland W. Day II*
14.1		Code of Business Conduct and Ethics**
21.1		Subsidiaries of OneMeta Inc.*
23.1		Consent of M&K CPAS, PLLC*
23.2		Consent of Parr Brown Gee & Loveless, P.C. (included in Exhibit 5.1)**
24.1		Power of Attorney (included on signature page of the initial filing of this Registration Statement)*
99.1		Audit Committee Charter**
99.2		Compensation Committee Charter**
99.3		Nominating and Corporate Governance Committee Charter**
99.4		Consent of John Dalfonsi to be named as a director nominee
99.5		Consent of Manoel Amorim to be named as a director nominee
107		Filing Fee Table*

 

*	Filed herewith.
**	To be filed by amendment.
+	Indicates a management contract or compensatory plan or arrangement.

 

(b) Financial Statement Schedules

 

None.

 

Item 17. Undertakings.

 

The undersigned hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bigfork, State of Montana, on March 6, 2025.

 

	ONEMETA INC.
	By:	/s/ Rowland W. Day II
	Name:	Rowland W. Day II
	Title:	President, Chief Financial Officer, Secretary &
		Chairman of the Board of Directors

 

POWER OF ATTORNEY

 

We, the undersigned officers and trustees of OneMeta Inc., hereby severally constitute and appoint each of Saul I. Leal and Rowland W. Day II (with full power to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for them and in their name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Saul I. Leal		Chief Executive Officer		March 6, 2025
Saul I. Leal		(Principal Executive Officer)
/s/ Rowland W. Day II		President, Chief Financial Officer, Secretary and Director		March 6, 2025
Rowland W. Day II		(Principal Accounting and Financial Officer)

 

 

 

Exhibit 3.1

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

ONEMETA INC.

 

 

ARTICLE I: NAME

 

The name of this corporation is OneMeta Inc. (the “Company”)

 

ARTICLE II: RESIDENT AGENT

 

The resident agent of the Company is:

 

EDGAR First, Inc.,

5440 West Sahara Avenue, Suite 202

Las Vegas, Nevada 89146

 

ARTICLE III: PURPOSES

 

The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which corporations may be incorporated under Nevada Revised Statutes

 

ARTICLE IV: NUMBER OF DIRECTORS

 

The number of directors of the Company may be increased or decreased by a duly adopted amendment to the Bylaws of the Company.

 

ARTICLE V: CAPITAL STOCK

 

The aggregate number of shares which the Company shall have authority to issue shall consist of 500,000,000 shares of Common Stock, par value $0.001, and 50,000,000 shares of Preferred Stock, par value $0.001, out of which the Company is authorized to issue 2,068 shares of Series A Preferred Stock, and 8,619,420 of Series B Preferred Stock. The Common Stock and Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common Stock and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common Stock and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.

 

The following is a statement of the designations and powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Company:

 

Common Stock

 

1.1 General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.

 

 

1.2 Voting. The holders of the Common Stock are entitled to one (1) vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings);

 

Preferred Stock

 

The Preferred Stock of the Company is hereby designated as “Series A Preferred Stock” and “Series B Preferred Stock”, which in turn is initially comprised of Series B-1 Preferred Stock, with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:

 

2. Series A Preferred Stock

 

The Series A Preferred Stock shall have the following rights, powers, privileges and restrictions, qualifications and limitations:

 

2.1 Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders (the “Available Funds and Assets”) shall be distributed to shareholders in the following manner:

 

A. Liquidation Preferences. The holders of each share of Series A Preferred Stock then issued and outstanding shall be entitled to be paid, out of the Available Funds and Assets, prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock, an amount per share equal to the Original Issue Price of the Series A Preferred Stock. If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series A Preferred Stock of their full preferential amounts described in this Section 2.2(A), then the Available Funds and Assets shall be distributed ratably among the holders of Series A Preferred Stock in proportion to the amount of such stock owned by each such holder.

 

B. Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series A Preferred Stock of their full preferential amounts described above in this Section 2.1(A), then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock and Series A Preferred Stock pro rata according to the number of shares of Common Stock held by such holders, where, for this purpose, each holder of shares of Series A Preferred Stock is deemed to hold the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Series A Preferred Stock held by such holder pursuant to Section 2.4.

 

 

C. Merger or Sale of Assets. A (i) consolidation or merger of the Company with or into any other corporation or corporations in which the holders of record of the Company’s outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, hold (by virtue of securities issued as consideration in such transaction or otherwise) a majority of the voting power of the surviving corporation of such consolidation or merger; or (ii) sale of all or substantially all of the assets of the Company, shall each be deemed to be a liquidation, dissolution or winding up of the Company as those terms are used in this Section 2.1.

 

(i) Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined by the Board, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Company shall be valued as follows:

 

(a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

 

	I.	if the securities are then traded on a national securities exchange or Nasdaq Capital Market (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution;
	II.	if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or sale;
	III.	if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board; and

 

(b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (a)(I),(II) or (III) of this Section to reflect the approximate fair market value thereof, as determined in good faith by the Board.

 

2.2 Dividend Rights.

 

A. Dividend Preference. The holders of the then issued and outstanding Series A Preferred Stock shall receive out of any funds and assets of the Company legally available and approved by the Board, cumulative dividends equal to their original investment for such Series A Preferred Stock, prior and in preference to the payment of any dividend or other Distribution on the Common Stock. All dividends may be paid in cash or kind at the election of the Company.

 

 

B. Participation Rights. If, after dividends in full preferential amount specified in this Section 2.2 for the Series A Preferred Stock have been paid or declared and set apart in any fiscal year of the Company, the Board shall declare additional dividends out of funds legally available therefor in that fiscal year, then such additional dividends shall be declared ratably among the holders of Common Stock and Series A Preferred Stock in proportion to the amount of such stock owned by each such holder, where, for this purpose, each holder of shares of Series A Preferred Stock is deemed to hold the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Series A Preferred Stock held by such holder pursuant to Section 2.4.

 

C. Non-Cash Dividends. Whenever a dividend or Distribution provided for in this Section 2.2 shall be payable in property other than cash (including without limitation Common Stock), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

 

2.3 Voting Rights. Each holder of Series A Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such shares of Series A Preferred Stock could be converted pursuant to the provisions of Section 2.4 below at the record date for the determination of the shareholders entitled to vote on such matters or, if no such record date is established, the date such vote is taken or any written consent of shareholders is solicited.

 

2.4 Conversion Rights. The issued and outstanding shares of Series A Preferred Stock shall be convertible into Common Stock as follows:

 

A. Conversion.

 

(i) At the option of the holder thereof, each share of Series A Preferred Stock shall be convertible, at any time into fully paid and nonassessable shares of Common Stock as provided herein.

 

(ii) Each holder of Series A Preferred Stock who elects to convert the same into shares of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series A Preferred Stock or Common Stock, and shall give written notice to the Company at such office that such holder elects to convert the same and shall state therein the number of shares of Series A Preferred Stock being converted. Thereupon the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled upon such conversion together with all accrued dividends thereon. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

 

 

B. Conversion Ratio. Subject to the terms and conditions set forth herein, each share of Series A Preferred Stock shall be convertible into one and one quarter share of Common Stock. The initial Conversion Price for the Series A Preferred Stock shall be the Original Issue Price. The Conversion Ratio of the Series A Preferred Stock shall be subject to adjustment from time to time as provided below.

 

C. Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined), the Conversion Price of the Series A Preferred Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted so that the number of shares of Common Stock issuable on conversion of any shares of the Series A Preferred Stock shall be increased or decreased, as the case may be, in proportion to the increase or decrease in outstanding shares immediately following the Common Stock Event. The Conversion Price for the Series A Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used herein, the term “Common Stock Event” shall mean (x) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (y) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, or (z) a combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

 

D. Adjustments for Other Dividends and Distributions. If at any time or from time to time after the Original Issue Date the Company pays a dividend or makes another distribution to the holders of the Common Stock payable in securities of the Company other than shares of Common Stock, then in each such event provision shall be made so that the holders of the Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable upon conversion thereof, the number of securities of the Company which they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event (or such record date, as applicable) and had they thereafter, during the period from the date of such event (or such record date, as applicable) to and including the conversion date, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 2.4 with respect to the rights of the holders of the Series A Preferred Stock or with respect to such other securities by their terms.

 

 

E. Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 2.4), then in any such event each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

 

F. Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for the Series A Preferred Stock, the Company, at its expense, shall cause its Chief Financial Officer to compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each record holder of the Series A Preferred Stock at the holder’s address as shown in the Company’s books.

 

G. Fractional Shares. No fractional shares of Common Stock shall be issued upon any conversion of Series A Preferred Stock. In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall, at the Company’s option: (x) pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s fair market value as determined in good faith by the Board as of the date of conversion, or (y) round up to the nearest whole share of Common Stock to be issued upon any such conversion.

 

H. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

 

I. Notices. Any notice required by the provisions of this Section 2.4 to be given to the holders of shares of the Series A Preferred Stock shall be deemed given upon the earlier of actual receipt or deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, addressed to each holder of record at the address of such holder appearing on the books of the Company.

 

 

J. No Impairment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred Stock against impairment.

 

3. Series B Preferred Stock

 

The Series B Preferred Stock shall initially be comprised of Series B-1 Preferred stock, with the following rights, powers, privileges and restrictions, qualifications, and limitations:

 

3.1 Dividends.

 

A. Dividend Preference. The holders of the then issued and outstanding Series B-1 Preferred Stock shall receive out of any funds and assets of the Company legally available and approved by the Board, cumulative dividends equal to their original investment for such Series B-1 Preferred Stock, prior and in preference to the payment of any dividend or other Distribution on the Common Stock. All dividends may be paid in cash or kind at the election of the Company.

 

B. Dividend Participation. Subject to the foregoing, the Series B-1 Preferred Stock shall not pay a dividend; provided that no cash dividends or distributions shall be declared or paid or set apart for payment on the Company’s Common Stock, unless such cash dividend or distribution is likewise declared, paid or set apart for payment on the Series B-1 Preferred Shares (based on the number of shares of Common Stock into which the Series B-1 Preferred Stock is then convertible).

 

C. Non-Cash Dividends. Whenever a dividend or Distribution shall be payable in property other than cash (including without limitation Common Stock), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

 

3.2 Voting Rights. Holders of the Series B-1 Preferred Stock shall have 3.2 times that number of votes on all matters submitted to the shareholders that is equal to the number of shares of Common Stock (rounded to the nearest whole number) into which such holder’s shares of Series B-1 Preferred Stock are convertible, as provided in Section 3.3, at the record date for the determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of such shareholders is effected. The Common Stock into which the Series B-1 Preferred Stock is convertible shall, when issued, have all of the same voting rights as other issued and outstanding Common Stock of the Company, and none of the rights of the Series B-1 Preferred Stock. Holders of the Series B-1 Preferred Stock shall have full voting rights and shall be entitled to vote, together with the holders of Common Stock, with respect to any questions and corporation actions upon which holders of Common stock have the right to vote. Except as otherwise required by law or as otherwise expressly provided herein, the holder of each share of Common Stock issued and outstanding shall have one vote, such votes to be counted together with all other shares of stock of the Company having general voting power and not separately as a class. Fractional votes by the holders of the Series B-1 Preferred Stock shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of Series B-1 Preferred Stock held by each holder could be converted) be rounded to the nearest whole number. Holders of Common Stock and Series B-1 Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company.

 

 

3.3 Conversion. The holder of Series B-1 Preferred Stock shall have the following conversion rights (the “Conversion Rights”):

 

A. Right to Convert. Subject to Section 3.3(B) below, each share of Series B-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Company or any transfer agent for the Series B-1 Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock at the rate of eleven (11) shares of Common Stock for each share of Series B-1 Preferred Stock (the Series B-1 Conversion Rate”). The Series B-1 Conversion Rate shall be subject to further adjustment as hereinafter provided.

 

B. Automatic Conversion.

 

(i) Each share of Series B-1 Preferred Stock shall automatically be converted into shares of Common Stock at its then effective Series B-1 Conversion Rate upon the date of the closing (the “Public Offering Closing Date”) of a firm commitment underwritten public offering (the “Public Offering”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale to the public of Common Stock for the account of the Company with aggregate gross proceeds to the Company of at least $150,000,000.

 

(ii) In addition, each share of Series B-1 Preferred Stock shall automatically be converted into shares of Common Stock at its then-effective Series B-1 Conversion Rate upon the written consent of the holders of a majority of the then-outstanding Series B-1 Preferred Stock, voting together as a single class on an as-converted basis; provided, however, in the event of an automatic conversion that is effected pursuant to Section 3.3(B)(ii) in connection with and not earlier than 60 days prior to the Company’s entering into an agreement for any combination transaction as set forth in Section 3.3(D) in which the gross proceeds (inclusive of amounts subject to escrow or other contingency arrangement to support the accuracy of representations of the Company or its stockholders, whether or not such amounts are ultimately received by the stockholders of the Company) payable with respect to the Series B-1 Preferred Stock is less than the Liquidation Preference for the Series B-1 Preferred Stock, such automatic conversion shall also require the written consent of the holders of a majority of the then-outstanding shares of the Series B-1 Preferred Stock, voting together as a separate class, on an as-converted basis.

 

 

C. Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series B-1 Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B-1 Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock (as determined by the Board) on the date of conversion. Before any holder of Series B-1 Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the office of the Company or of any transfer agent for the Series B-1 Preferred Stock, and shall give written notice to the Company at such office that such holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to Section 3.3(B), the outstanding shares of Series B-1 Preferred Stock shall be converted automatically without any further action by the holder of such shares and whether or not the certificate representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series B-1 Preferred Stock are either delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to the Company to indemnify the Company form any loss incurred by it in connection with the loss and replacement of such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B-1 Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock plus any declared and unpaid dividends. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shared of the Series B-1 Preferred Stock to be converted, or in the case of automatic conversion, on the Public Offering Closing Date or the effective date of such written consent, as the case may be, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

 

 

D. Adjustments to Series B-1 Conversion Ration

 

(i) Original Issue Date. For purposes of this Section 3.3(D), “Original Issue Date” shall mean the date on which the first share of Series B-1 Preferred Stock was first issued.

 

(ii) Adjustments for Subdivisions or Combinations of or Stock Dividends on Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split or otherwise), into a greater number of shares of Common Stock without a corresponding subdivision of Series B-1 Preferred Stock, or the Company at any time or from time to time after the Original Issue Date shall declare or pay any dividend on the Common Stock payable in Common Stock without a corresponding dividend on the Series B-1 Preferred Stock, the applicable Series B-1 Conversion Rate then in effect for each outstanding series of Series B-1 Preferred Stock shall, concurrently with effectiveness of such subdivision or stock dividend, be proportionately increased based on the ratio of (A) the number of shares of Common Stock outstanding immediately after such subdivision or stock dividend to (B) the number of shares of Common Stock outstanding immediately prior to such subdivision or stock dividend. If the Company fixes a record date to determine which holders of Common Stock are entitles to receive such dividend or subdivision, the Series B-1 Conversion Rate shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such date. If such record date is fixed and such dividend is not fully paid or if such subdivision is not fully made on the date fixed therefor the Series B-1 Conversion Rate shall be recomputed accordingly as of the close of business on such record date and thereafter the Series B-1 Conversion Rate shall be adjusted pursuant to this Section 3.3D(ii) to reflect the actual payment of such dividend or completion of such subdivision. IN the event of outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number or shares of Common Stock without a corresponding combination of Series B-1 Preferred Stock, the applicable Series B-1 Conversion Rate then in effect for each outstanding series of Series B-1 Preferred Stock shall concurrently with the effectiveness of such combination or consolidation, be proportionately decreased on the same basis.

 

(iii) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitles to receive, any distribution payable in (A) securities of the Company or other entities (other than shares of Common Stock and other than as otherwise adjusted in this Section 3), (B) evidences of indebtedness issued by the Company or other persons, or (C) assets (excluding cash dividends) or options to purchase or rights to subscribe for Common Stock, or securities by their terms convertible into or exchangeable for Common Stock, then and in each such event provision shall be made so that the holders of the Series B-1 Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of such distribution which they would have received had their Series B-1 Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other applicable adjustments called for during such period under this Section 3.3 with respect to the rights of the holders of Series B-1 Preferred Stock.

 

 

(iv) Adjustments for Recapitalization, Reclassification, Exchange and Substitution. If at any time or from time to time the Common Stock issuable upon conversion of the Series B-1 Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by recapitalization, capital reorganization, reclassification or otherwise (other than a subdivision, combination of shares or merger or sale of assets transaction provided for above or in in Section 3.4(D)), the Series B-1 Conversion Rate then in effect shall, concurrently with the effectiveness of such recapitalization, reorganization, or reclassification, be proportionately adjusted such that the Series B-1 Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders thereof would otherwise have been entitles to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of such Series B-1 Preferred Stock immediately before that change. In addition, to the extent applicable in any reorganization or recapitalization, provision shall be made so that the holders of the Series B-1 Preferred Stock shall thereafter be entitled to receive upon conversion of such Series B-1 Preferred Stock the number of shares of stock or other securities or property of the Company or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such reorganization or recapitalization.

 

E. No Impairment. The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Section 3.3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series B-1 Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section 3.3(E) shall prohibit the Company from amending it Articles of Incorporation with the requisite consent of its stockholders and the Board.

 

 

F. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series B-1 Conversion Rate pursuant to this Section 3.3, the company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series B-1 Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of the Series B-1 Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the applicable Series B-1 Conversion Rate(s) at the time in effect with respect to the shares of Series B-1 Preferred Stock held by such holder, and (iii) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of the Series B-1 Preferred Stock held by such holder.

 

G. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion if all outstanding shares if the Series B-1 Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Company will take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

 

H. Issue Taxes. The Company shall pay any and all issue and other taxes, including federal, state or local income taxes, that may be payable in respect of any issue of the Series B-1 Preferred Stock or delivery of shares of Common Stock on conversion of shares of Series B-1 Preferred Stock pursuant hereto.

 

I. Notices. In the event that the Company shall propose at any time:

 

(i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earning or earned surplus;

 

(ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;

 

(iii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or

 

 

(iv) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall send to the holders of the Series B-1 Preferred Stock:

 

(a) in the case of the matters referred to in (i) and (ii) above, at least 10 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto and the amount and character of such dividend, distribution or right); and

 

(b) in the case of the matters referred to in (iii) and (iv) above, at least 10 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier, and notice shall be provided prior to such record date).

 

All notices and other communications hereunder shall be in writing, shall be delivered personally, by electronic means (via facsimile or electronic mail) or given by first class mail, postage prepaid, addressed to the holders of the Series B-1 Preferred Stock at the address for each such holder as shown on the books of the Company, and shall be deemed given on the date delivered if delivered personally, by electronic mail or by facsimile, or three (3) business days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed to the holder of record at its address appearing on the books of the Company.

 

3.4 Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders (the “Available Funds and Assets”) shall be distributed to shareholders in the following manner:

 

A. Liquidation Preferences. The holders of each share of Series B-1 Preferred Stock then issued and outstanding shall be entitled to be paid, out of the Available Funds and Assets, prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock, an amount equal to $0.70798 (“Original Issue Price”) per share of the Series B-1 Preferred Stock then held by the holder (in each case as adjusted for any stock splits, stock dividends or distributions, recapitalizations, and similar events with respect to such series of Preferred) and, in addition, an amount equal to all declared but unpaid dividends, if any, on such Preferred, as the case may require (the “Liquidation Preference”). If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series B-1 Preferred Stock of the Series B Original Issue Price described in this Section 3.4, and any liquidation preferences on other classes of preferred stock, in any, then the Available Funds and Assets shall be distributed ratably among the holders of Series B-1 Preferred Stock and any other classes of preferred stock entitled to liquidation preferences, if any, in proportion to all such liquidation preferences.

 

 

B. Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series B-1 Preferred Stock and any other classes of preferred stock entitled to liquidation preferences of their full preferential amounts, then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock, Series A preferred Stock and Series B-1 Preferred Stock and any other shares of preferred stock pro rata according to the number of shares of Common Stock held by such holders, where, for this purpose, each holder of shares of Preferred Stock is deemed to hold the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Preferred Stock held by such holder.

 

C. Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined by the Board, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Company shall be valued as follows:

 

(i) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

 

(a) if the securities are then traded on a national securities exchange or the Nasdaq Capital Market (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution;

 

(b) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or sale;

 

(c) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board; and

 

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs C,(i),(b) or (c) of this Section to reflect the approximate fair market value thereof, as determined in good faith by the Board.

 

 

D. Definition. For purposes of this Section 3.4, any of the following shall be treated as a Liquidation: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person (but excluding any merger effected solely for the purpose of reincorporating into another state), or any other corporate reorganization (any of such transactions or series of such transactions, a “combination transaction”), in which the stockholders of the Company immediately prior to such combination transaction, own less than 50% of the voting power of the surviving or successor entity or its parent immediately after such combination transaction; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) any sale, lease, or other disposition of all or substantially all of the assets of the Company. Notwithstanding the foregoing, no transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness or the Company is cancelled or converted, or a combination thereof, nor the transfer by any shareholders of shares of the Company’s capital stock to any third party in a transaction or series of related transactions to which the Company is not a party, shall be deemed a Liquidation for purposes of this Section 3.4.

 

E. Consent to Certain Distributions. So long as the Company is subject to the provisions of Section 2115(b) of the California Corporations Code, and as authorized by Section 402.5(c) of the California Corporations Code, Sections 502, 503, and 506 of the California Corporations Code shall not apply with respect to payments made by the Company in connection with (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or help by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) Repurchase of capital stock of the company in connection with the settlement of disputes with any stockholder, (iv) any other repurchase or redemption of capital stock of the Company approved by the holders of Preferred Stock pursuant to Section 3.12; provided, however, that foregoing shall not apply unless the Company is subject to the provisions of Section 2115(b) of the California Corporations Code; provided, further, that the provisions of this Section 3.4(E). shall in no manner limit the provisions of Section 3.5 hereof.

 

3.5 Covenants.

 

A. In addition to any other rights provided by law, so long as any shares of the Series B-1 Preferred Stock shall be outstanding, the Company shall not (directly or indirectly, by merger, reclassification or otherwise), without first obtaining the affirmative vote or written consent of the holders of not less than 51% of the then-outstanding shares of Series B-1 Preferred Stock (such Series B-1 Preferred Stock voting or acting by written consent as a single class on an as-converted basis):

 

(i) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation if such action would;

 

(ii) alter or change the preferences, rights, privileges, or powers of, or the restrictions provided for the benefit of, any series of Series B-1 Preferred Stock ; or (ii) increase or decrease the authorized numbers of shares of any series of Series B-1 Preferred Stock or Common Stock;

 

 

(iii) Create or issue any security having any preferences, rights, powers, or restrictions provided for its benefit that are senior to, or on parity with, the preferences, rights, or powers of, or restrictions provided for the benefit of, Series B-1 Preferred Stock;

 

(iv) amend or repeal any provision of, or add any provision to, the Company’s Bylaws;

 

(v) pay or declare any dividend on any shares of Common Stock or apply any of its assets to the redemption, retirement, purchase or acquisition directly or indirectly, through subsidiaries or otherwise, of any shares of capital stock or other securities, except for repurchases of Common Stock from employees, directors, or consultants of the Company upon termination of employment or association pursuant to the terms of agreements providing for the repurchase of such shares at cost entered into with such employees, directors, or consultants, provided that such agreements have been approved by the Board;

 

(vi) enter into any transaction involving the offer of the right to acquire securities of the Company to all, but not less than all, of the security holders of the Company or grant preemptive rights to any party to acquire the Company’s securities;

 

(vii) enter into any transaction involving the transfer of Company assets to its stockholders based on their status as stockholders;

 

(viii) liquidate or dissolve;

 

(ix) enter into any transaction or series of related transactions (i) deemed to be a Liquidation, as defined in Section 3.4 or (ii) that otherwise results in a change in voting control of the Company; or

 

(x) increase or decrease the number of authorized directors of the Company;

 

(xi) consolidation or mergers of the Company into any other corporation or other entity (excluding reincorporation); or

 

(xii) any transaction in which fifty percent (50%) or more of the Company’s voting power is transferred.

 

 

B. In addition to any other rights provided by law, so long as any shares of Series B-1 Preferred Stock shall be outstanding, the Company shall not, without first obtaining the affirmative vote or written consent of the holders of a majority of the shares of the adversely affected Series B-1 Preferred Stock:

 

(i) effect any amendment to the Company’s Articles of Incorporation that would change the rights, preferences and privileges of the shares of the Series B-1 Preferred Stock so as to adversely affect them; provided, that any change to the dividend preference, voting rights, Liquidation Preference or Conversion Rate shall be deemed to “so affect the entire class” and shall only require a vote or written consent of the holders of a majority of the shares of the Series B-1 Preferred , voting as one class, and any such change that is not pro rata as to the Series B-1 Preferred Stock shall be deemed to not “so affect the entire class” and shall require the affirmative vote or written consent of the holders of a majority of the shares of each such adversely affected series separately (by way of non-exclusive example only, a reduction of 10% of the per share Liquidation Preference for each series of B-1 Preferred Stock shall be deemed to “so affect the entire class” and shall only require a vote of the holders of a majority of the shares of all Series B-1 Preferred Stock, voting together as a class; and a $0.25 reduction of the Liquidation Preference of each series of Preferred Stock, because it is not a pro rata reduction, shall be deemed to not “so affect the entire class” and shall require the affirmative vote or written consent of the holders of a majority of the shares of each such series separately);

 

(ii) effect any amendment to the Company’s Articles of Incorporation that would effect any change to the rights, preferences and privileges of any other class or series of the Company’s capital stock that is adverse to the unchanged series of Series B-1 Preferred Stock (by way of non-exclusive example only, a pro rata increase in the Liquidation Preference of the Series A Preferred Stock without a corresponding pro rata increase in the Liquidation Preference of the Series B-1 Preferred Stock shall be deemed “adverse” with respect to the Series B-1 Preferred Stock);

 

(iii) redeem, repurchase or otherwise acquire one or more shares of any series of Preferred Stock in a manner that is not pro rata with all of the Series B-1 Preferred Stock (based on the respective Liquidation Preferences for each outstanding series).

 

3.6 No Reissuance of Series B-1 Preferred Stock. No share or shares of Series B-1 Preferred Stock acquired by the Company by reason of redemption, repurchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares that the Company shall be authorized to issue.

 

 

3.7 No Preemptive Rights. No holder of the Series B-1 Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.

 

3.8 Vote to Change the Terms of or Issue Preferred Stock. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Series B-1 Preferred shareholders (in addition to any other corporate approvals then required to effect such action), shall be required for any change to these Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series B-1 Preferred Stock.

 

3.9 Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series B-1 Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series B-1 Preferred Stock into Common Stock.

 

3.10 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in these Articles of Incorporation shall be cumulative and in addition to all other remedies available under these Articles of Incorporation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Company to comply with the terms of these Articles of Incorporation. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Series B-1 Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holders of the Series B-1 Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

 

 

3.11 Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series B-1 Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

 

4. Board of Directors.

 

4.1 Series B Representative. For so long as at least 100 shares (subject to adjustment for stock splits, stock dividends or distributions, recapitalizations, and similar events with respect to the Series B Preferred) of Series B Preferred remain outstanding, the holders of the Series B Preferred shall be entitled, voting as a separate class, to elect two (2) directors at each meeting for the election of directors or by written consent without a meeting for this purpose.

 

A. Quorum. At any meeting held for the purpose of electing directors, the presence in person or by proxy (A) of the holders of a majority of the shares of the Series B Preferred then outstanding shall constitute a quorum for the election of the director to be elected solely by the holders of the Series B Preferred; and (B) of the holders of a majority of the voting power of all the then-outstanding shares of Preferred and of the holders of a majority of the then-outstanding shares of Common Stock shall constitute a quorum for the election of the directors to be elected jointly by the holders of the Series C Preferred Stock and the Common Stock.

 

B. Required Vote. With respect to the election of any director or directors by the holders of the outstanding shares of a specified series, class or classes of stock given the right to elect such director or directors pursuant to Section 4.1 above (the “Specified Stock”), that candidate or those candidates (as applicable) shall be elected who either: (i) in the case of any such vote conducted at a meeting of the holders of such Specified Stock, receive the highest number of affirmative votes (on an as-converted basis) of the outstanding shares of such Specified Stock, up to the number of directors to be elected by such Specified Stock; or (ii) in the case of any such vote taken by written consent without a meeting, are elected by the written consent of the holders of a majority of outstanding shares of such Specified Stock.

 

C. Vacancy. If there shall be any vacancy in the office of a director elected or to be elected by the holders of any Specified Stock, then a director to hold office for the unexpired term of such directorship shall be elected by the required vote of the holders of the shares of such Specified Stock specified in Section 4.1 above that are entitled to elect such director.

 

D. Removal. Subject to NRS 78.335 of the Nevada General Corporation Law, any director who shall have been elected to the Board by the holders of any Specified Stock, may be removed during his or her term of office, without cause, by, and only by, the affirmative vote of shares representing a majority of the voting power, on an as-converted basis, of all the outstanding shares of such Specified Stock entitled to vote, given either at a meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders without a meeting, and any vacancy created by such removal may be filled only in the manner provided in this Section.

 

 

E. Procedures. Any meeting of the holders of any Specified Stock, and any action taken by the holders of any Specified Stock by written consent without a meeting, in order to elect or remove a director under this Section, shall be held in accordance with the procedures and provisions of the Company’s Bylaws, the Nevada General Corporation Law and applicable law regarding stockholder meetings and stockholder actions by written consent, as such are then in effect (including but not limited to procedures and provisions for determining the record date for shares entitled to vote).

 

ARTICLE VI: PREEMPTIVE RIGHTS AND ASSESSMENT OF SHARES.

 

Holders of Common Stock or Preferred Stock of the Company shall not have any preference, preemptive right or right of subscription to acquire shares of the Company authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the Company, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.

 

The Common Stock of the Company, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pay the debts of the Company, nor for any other purpose, and no Common Stock issues as fully paid shall ever be assessable or assessed and the Articles of Incorporation shall not be amended to provide for such assessment.

 

ARTICLE VII: DIRECTORS’ AND OFFICERS’ LIABILITY.

 

A director or officer of the Company shall not be personally liable to the Company or its stockholders for damage for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification to this Article by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Company for acts or omissions prior to such repeal or modification.

 

 

ARTICLE VIII: INDEMNITY

 

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the Company, or who is serving at the request of the Company as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the Company as incurred and in advance of the final disposition of the action, suit or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

 

Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Company to purchase or maintain insurance on behalf of any person who is or was a director or officer.

 

ARTICLE IX: AMENDMENT

 

Subject at all times to the express provisions of Section 5 on the Assessment of Shares, the Company reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by status or the Articles of Incorporation or said Bylaws, and all rights conferred upon shareholders are granted subject to this reservation.

 

ARTICLE X: POWERS OF DIRECTORS

 

In furtherance, and not in limitation of those powers, conferred by statute, the Board of Directors is expressly authorized:

 

1.	Subject to the Bylaws, if any, adopted by the shareholders, to make, alter or repeal the Bylaws of the Company;
2.	To authorize and caused to be executed mortgage and liens, with or without limitations as to amount, upon the real and personal property of the Company;
3.	To authorize the guaranty by the Company of the securities, evidence of indebtedness and obligations of other persons, corporations or business entities;
4.	To set apart out of any funds of the Company available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;
5.	By resolution adopted by the majority of the whole Board of Directors, to designate one or more committees to consist of one or more directors of the Company, which, to the extent provided on the resolution or in the Bylaws of the Company, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Such committee or committees shall have the name and names as may be stated in the Bylaws of the Company or as may be determined form time to time by resolution adopted by the Board of Directors.
	All the corporate powers of the Company shall be exercised by the Board of Directors except as otherwise limited herein or in the Bylaws or by law.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been executed by the company as of September 1, 2023

 

OneMeta, Inc.:
By:	/s/ Rowland W. Day II
Name:	Rowland W. Day II
Title:	President

 

 

 

Exhibit 3.2

 

AMENDED AND RESTATED BYLAWS OF ONEMETA INC.

 

Adopted as of December 14, 2024

 

 

TABLE OF CONTENTS

 

ARTICLE I OFFICES	3
ARTICLE II MEETINGS OF THE STOCKHOLDERS	3
Section 2.03 Special Meetings.	4
Section 2.09 Voting; Proxies.	7
Section 2.11 Fixing the Record Date.	9
Section 2.12 Advance Notice of Stockholder Nominations and Proposals.	10
ARTICLE III BOARD OF DIRECTORS	28
ARTICLE IV OFFICERS	31
Section 4.01 Positions and Election.	31
ARTICLE V INDEMNIFICATION	32
ARTICLE VI STOCK CERTIFICATES AND THEIR TRANSFER	34
ARTICLE VII GENERAL PROVISIONS	34
ARTICLE VIII AMENDMENTS	35

 

 

AMENDED AND RESTATED BYLAWS OF ONEMETA INC.

 

ARTICLE I
Offices

 

Section 1.01 Registered Office. The board of directors (the “Board of Directors”) of OneMeta Inc. (the “Corporation”) shall be entitled to designate from time to time the registered agent of the Corporation in the State of Nevada or the registered agent shall be the as set out in the articles of incorporation of the Corporation (the “Articles of Incorporation”). Unless otherwise determined by the Board of Directors, the office address for the operation of the business of the Corporation in Nevada shall be the office of the registered agent of the Corporation in the State of Nevada.

 

Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Nevada, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

 

ARTICLE II
Meetings of the Stockholders

 

Section 2.01 Place of Meetings; Meetings by Remote Communications.

 

(a) Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Nevada, or by means of remote communication, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

 

(b) Meetings by Remote Communications. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (i) participate in a meeting of stockholders, and (ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication; provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (B) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

 

Section 2.02 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting in accordance with these Bylaws shall be held at such date, time, and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting. Failure to hold the annual meeting of the stockholders at the designated time shall not affect the validity of any action taken by the Corporation.

 

 

Section 2.03 Special Meetings.

 

(a) Purpose. Special meetings of stockholders for any purpose or purposes shall be called only:

 

(i) by the Board of Directors, any two directors, the Chair of the Board (as defined in Section 3.17) or the President; or

 

(ii) by the Secretary (as defined in Section 4.01), following receipt of one or more written demands to call a special meeting of the stockholders in accordance with, and subject to, this Section 2.03 from stockholders of record who own, and have continuously owned for at least one year prior to the date such request is delivered to the Secretary, in the aggregate, at least 25% of the voting power of the outstanding shares of the Corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting.

 

(b) Notice. A request to the Secretary shall be delivered to the Secretary at the Corporation’s principal executive offices and signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth:

 

(i) a brief description of each matter of business desired to be brought before the special meeting;

 

(ii) the reasons for conducting such business at the special meeting;

 

(iii) the text of any proposal or business to be considered at the special meeting (including the text of any resolutions proposed to be considered and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment); and

 

(iv) the information required in Section 2.12(b) of these Bylaws (for stockholder nomination demands) or Section 2.12(c) of these Bylaws (for all other stockholder proposal demands), as applicable.

 

(c) Business. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting requested by stockholders.

 

 

(d) Time and Date. A special meeting requested by stockholders shall be held at such date and time as may be fixed by the Board of Directors; provided, however, that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if:

 

(i) the Board of Directors has called or calls for an annual or special meeting of the stockholders to be held within 90 days after the Secretary receives the request for the special meeting and the Board of Directors determines in good faith that the business of such meeting includes (among any other matters properly brought before the meeting) the business specified in the request;

 

(ii) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law;

 

(iii) an identical or substantially similar item (a “Similar Item”) was presented at any meeting of stockholders held within 120 days prior to the receipt by the Secretary of the request for the special meeting (and, for purposes of this Section 2.03(d)(iii), the election of directors shall be deemed a Similar Item with respect to all items of business involving the election or removal of directors); or

 

(iv) the special meeting request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”).

 

(e) Revocation. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary at the Corporation’s principal executive offices, and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board of Directors, in its discretion, may cancel the special meeting.

 

Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are provided in accordance with applicable law. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

 

 

Section 2.05 Notice of Meetings. Notice of the place (if any), date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

 

Section 2.06 List of Stockholders. The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of capital stock of the Corporation registered in the name of each stockholder no later than the tenth day before each meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list was provided with the notice of the meeting; or (b) during ordinary business hours, at the principal place of business of the Corporation. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

 

Section 2.07 Quorum. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, then either (a) the chair of the meeting or (b) the stockholders by the affirmative vote of the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting entitled to vote thereon, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

 

 

Section 2.08 Organization. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, or in their absence or inability to act, the President (as defined in Section 4.01), or, in their absence or inability to act, the officer or director whom the Board of Directors shall appoint, shall act as chair of, and preside at, the meeting. The Secretary or, in the Secretary’s absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following:

 

(a) the establishment of an agenda or order of business for the meeting;

 

(b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting;

 

(c) rules and procedures for maintaining order at the meeting and the safety of those present;

 

(d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies, or such other persons as the chair of the meeting shall determine;

 

(e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and

 

(f) limitations on the time allotted to questions or comments by participants.

 

Section 2.09 Voting; Proxies.

 

(a) General. Each outstanding share of stock, regardless of class or series, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except as otherwise provided by these Bylaws and to the extent that the Articles of Incorporation or the certificate of designation establishing the class or series of stock provides for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series of stock..

 

 

 

(b) Election of Directors. Unless otherwise required by the Articles of Incorporation, the election of directors shall be by written ballot. If authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, the election of directors shall be decided by a majority of the votes cast with respect to a nominee at a meeting of the stockholders for the election of directors, at which a quorum is present, by the holders of stock entitled to vote in the election; provided, however, that, if the Secretary receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice or proxy access requirements for stockholder nominees for director set forth in Section 2.12 or Section 2.13 of these Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Corporation gives notice of such meeting, directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders, at which a quorum is present, held to elect directors and entitled to vote on such election of directors. For purposes of this Section 2.09(b), a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee shall not be elected.

 

(c) Other Matters. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, any matter, other than the election of directors, properly brought before any meeting of stockholders, at which a quorum is present, shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

 

(d) Proxies. A stockholder may vote either in person or by proxy executed in writing by the stockholder or the stockholder’s attorney-in-fact. Any copy, communication by electronic transmission, or other reliable written reproduction may be substituted for the stockholder’s original written proxy for any purpose for which the original proxy could have been used if such copy, communication by electronic transmission, or other reproduction is a complete reproduction of the entire original written proxy. No proxy shall be valid after six months from the date of its creation unless the proxy specifies its duration, which may not exceed seven years from the date of its creation. A proxy shall be revocable unless the proxy states that the proxy is irrevocable and the proxy is coupled with an interest sufficient to support an irrevocable power. A properly created proxy or proxies continues in full force and effect until either of the following occurs:

 

(i) One of the following is filed with or transmitted to the Secretary of the Corporation or another person or persons appointed by the Corporation to count the votes of the stockholders and determine the validity of proxies and ballots: (i) another instrument or transmission properly revoking the proxy; or (ii) a properly created proxy or proxies bearing a later date.

 

(ii) The stockholder executing the original written proxy revokes the proxy by attending a stockholders’ meeting and voting its shares in person, in which case any votes cast by that stockholder’s previously designated proxy or proxies shall be disregarded by the Corporation when the votes are counted.

 

 

Section 2.10 Inspectors at Meetings of Stockholders. In advance of any meeting of the stockholders, the Board of Directors shall, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of their ability. The inspector or inspectors may appoint or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election. When executing the duties of inspector, the inspector or inspectors shall:

 

(a) ascertain the number of shares outstanding and the voting power of each;

 

(b) determine the shares represented at the meeting and the validity of proxies and ballots;

 

(c) count all votes and ballots;

 

(d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

 

(e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

 

Section 2.11 Fixing the Record Date.

 

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

 

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

 

Section 2.12 Advance Notice of Stockholder Nominations and Proposals.

 

(a) Annual Meetings. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. Except for nominations that are included in the Corporation’s annual meeting proxy statement pursuant to Section 2.13, to be properly brought before an annual meeting, nominations or such other business must be:

 

(i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof;

 

(ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof; or

 

(iii) otherwise properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered and at the time of the annual meeting of stockholders, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in this Section 2.12.

 

In addition, any proposal of business (other than the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder pursuant to Section 2.12(a)(iii), the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Section 2.12(a), in writing to the Secretary even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a Proposing Stockholder’s notice for an annual meeting must be delivered to the Secretary at the principal executive offices of the Corporation: (x) not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 60 days after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the close of business on the tenth day following the first date of Public Disclosure of the date of such meeting. In no event will the adjournment or postponement of an annual meeting (or the public announcement thereof) for which notice has already been given or for which a public announcement of the meeting date has already been made, commence a new notice time period (or extend any notice time period) for the giving of a stockholder’s notice as described above. For the purposes of this Section 2.12 and Section 2.13, “Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press, or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission (“SEC”) pursuant to Section 13, 14, or 15(d) of the Exchange Act. The number of nominees a Proposing Stockholder may nominate for election at an annual meeting (or in the case of a Proposing Stockholder giving the notice on behalf of a beneficial owner, the number of nominees a Proposing Stockholder may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected by stockholders generally at such annual meeting.

 

 

(b) Stockholder Nominations. For the nomination of any person or persons for election to the Board of Directors pursuant to Section 2.12(a)(iii) or Section 2.12(d), a Proposing Stockholder’s timely notice to the Secretary (in accordance with the time periods for delivery of timely notice as set forth in this Section 2.12) shall set forth or include:

 

(i) the name, age, business address, and residence address of each nominee proposed in such notice;

 

(ii) the principal occupation or employment of each such nominee;

 

(iii) the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any);

 

(iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act;

 

(v) a written questionnaire with respect to the background, qualification, and independence of such proposed nominee, completed and executed by such proposed nominee, in the form to be provided by the Secretary upon written request of any stockholder of record within 10 days of such request, and a written statement and agreement executed by each such nominee acknowledging that such person:

 

(A) consents to being named as a nominee in the proxy statement and form of proxy relating to the meeting at which directors are to be elected and to serving as a director if elected,

 

(B) intends to serve as a director for the full term for which such person is standing for election, and

 

 

(C) makes the following representations: (1) that the director nominee has read and agrees to adhere to any of the Corporation’s policies or guidelines applicable to directors, including with regard to securities trading, (2) that the director nominee is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any nomination or other business proposal, issue, or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, and (3) that the director nominee is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with such person’s nomination for director or service as a director of the Corporation (“Compensation Arrangement”) that has not been disclosed to the Corporation; and

 

(vi) as to the Proposing Stockholder, the beneficial owner, if any on whose behalf the nomination or other business proposal is being made, and if such Proposing Stockholder or beneficial owner is an entity, as to each director, executive, managing member, or control person of such entity (any such individual or control person, a “control person”):

 

(A) the name and address of the Proposing Stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made,

 

(B) the class and number of shares of the Corporation which are owned as of the date of the Proposing Stockholder’s notice by the Proposing Stockholder (beneficially and of record), the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person, and a representation that the Proposing Stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially by the Proposing Stockholder, the beneficial owner, and any control person as of the record date for the meeting within five business days after the record date for such meeting,

 

(C) a description of any agreement, arrangement, or understanding with respect to such nomination or other business proposal between or among the Proposing Stockholder, the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person; including without limitation (1) any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the Exchange Act and (2) any plans or proposals which relate to or would result in any action that would be required to be disclosed pursuant to Item 4 of Schedule 13D under the Exchange Act (in each case, regardless of whether the requirement to file a Schedule 13D under the Exchange Act is applicable), and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting,

 

 

(D) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder, the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder, beneficial owner, or any of control person with respect to shares of stock of the Corporation, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting,

 

(E) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person at the meeting (or a qualified representative thereof intends to appear in person at the meeting) to nominate the person or persons specified in the notice or propose such other business proposal,

 

(F) a representation whether the Proposing Stockholder, the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, any control person, or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation with respect to such nomination or other business proposal and, if so, the name of each participant in such solicitation; and a statement: (1) confirming whether, the stockholder, beneficial owner, or any control person intends, or is part of a group that (x) in the case of a nomination, intends to solicit proxies or votes in support of such director nominees or nomination in accordance with Rule 14a-19 under the Exchange Act, including but not limited to, delivering a proxy statement and form of proxy and soliciting at least the percentage of the voting power of all of the shares of the stock of the Corporation required under applicable law to elect the nominee, and (y) in the case of a business proposal, intends to deliver a proxy statement and form of proxy and solicit at least the percentage of voting power of all of the shares of stock of the Corporation required under applicable law to approve the proposal; and (2) whether or not any such stockholder, beneficial owner, or any control person intends to otherwise solicit proxies from stockholders in support of such nomination or other business proposal, and

 

 

(G) the names and addresses of other stockholders (including beneficial and record owners and control persons) known by the Proposing Stockholder to support financially the nomination or other business proposal, and to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholders (including beneficial and record owners and control persons), and

 

(H) any other information relating to such Proposing Stockholder and beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the business proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

 

The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

 

(c) Other Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s timely notice to the Secretary (in accordance with the time periods for delivery of timely notice as set forth in this Section 2.12) shall set forth as to each matter the Proposing Stockholder proposes to bring before the annual meeting:

 

(i) a brief description of the business desired to be brought before the annual meeting;

 

(ii) the reasons for conducting such business at the annual meeting;

 

(iii) the text of any proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment);

 

(iv) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such Proposing Stockholder, beneficial owner, if any, on whose behalf the business is being proposed, and any control person;

 

 

(v) any other information relating to such Proposing Stockholder, beneficial owner, if any, on whose behalf the proposal is being made, any control person or any other participants (as defined in Item 4 of Schedule 14A under the Exchange Act) required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;

 

(vi) a description of all agreements, arrangements, or understandings between or among such stockholder, the beneficial owner, if any, on whose behalf the proposal is being made, and any control person and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such stockholder, beneficial owner, or any control person, in such business, including any anticipated benefit therefrom to such stockholder, beneficial owner, or control person; and

 

(vii) all of the other information required by Section 2.12(b)(vi) above.

 

(d) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders called by the Board of Directors at which directors are to be elected pursuant to the Corporation’s notice of meeting:

 

(i) by or at the direction of the Board of Directors or any committee thereof; or

 

(ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.12(d) is delivered to the Secretary and at the time of the special meeting of stockholders, who is entitled to vote at the meeting, and upon such election and who complies with the notice procedures set forth in this Section 2.12.

 

In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if such stockholder delivers a stockholder’s notice that complies with the requirements of Section 2.12(b) to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of: (x) the 90th day prior to such special meeting; or (y) the tenth (10th) day following the date of the first Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall an adjournment or postponement (or the public announcement thereof) commence a new time period (or extend any notice time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at a special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected by stockholders generally at such special meeting.

 

 

(e) Effect of Noncompliance.

 

(i) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.12 or Section 2.13 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting as shall be brought before the meeting in accordance with the procedures set forth in this Section 2.12. The chair of the meeting, as determined pursuant to Section 2.08, shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.12. If any proposed nomination was not made or proposed in compliance with this Section 2.12, or other business was not made or proposed in compliance with this Section 2.12, or if any stockholder, beneficial owner, control person, or any nominee for director acted contrary to any representation or other agreement required by this Section 2.12 (or with any law, rule, or regulation identified therein) or provided false or misleading information to the Corporation, then except as otherwise required by law, the chair of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding anything in these Bylaws to the contrary, unless otherwise required by law, if a Proposing Stockholder intending to propose business or make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section 2.12 does not comply with or provide the information required under this Section 2.12 to the Corporation, including the updated information required by Section 2.12(b)(vi)(B), Section 2.12(b)(vi)(C), and Section 2.12(b)(vi)(D) within five business days after the record date for such meeting or the evidence required by Section 2.12(e)(ii) by no later than five business days prior to the applicable meeting or the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation.

 

(ii) If any stockholder provides notice pursuant to Rule 14a-19 under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it has met all of the applicable requirements of Rule 14a-19 under the Exchange Act. Without limiting the other provisions and requirements of this Section 2.12, unless otherwise required by law, if any Proposing Stockholder provides such notice and either (A) fails to comply with the requirements of Rule 14a-19 under the Exchange Act, or (B) fails to timely provide reasonable evidence of such compliance as required by this Section 2.12(e)(ii), then the Proposing Stockholder’s nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting, or other proxy materials for any annual meeting (or any supplement thereto) and the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees.

 

 

(f) Rule 14a-8. This Section 2.12 and Section 2.13 shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified the Corporation of the stockholder’s intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

 

Section 2.13 Proxy Access.

 

(a) Inclusion of Proxy Access Stockholder Nominee in Proxy Statement. Subject to the provisions of this Section 2.13, the Corporation shall include in its proxy statement (including its form of proxy) for an annual meeting of stockholders the name of any stockholder nominee for election to the Board of Directors submitted pursuant to this Section 2.13 (each a “Proxy Access Stockholder Nominee”) provided:

 

(i) timely written notice of such Proxy Access Stockholder Nominee satisfying this Section 2.13 (“Proxy Access Notice”) is delivered to the Corporation by a stockholder of record or stockholder group that, at the time the Proxy Access Notice is delivered, satisfies the ownership and other requirements of this Section 2.13 (such stockholder or stockholder group, the “Eligible Stockholder”);

 

(ii) the Eligible Stockholder expressly elects in writing at the time of providing the Proxy Access Notice to have its Proxy Access Stockholder Nominee included in the Corporation’s proxy statement pursuant to this Section 2.13; and

 

(iii) the Eligible Stockholder and the Proxy Access Stockholder Nominee otherwise satisfy the requirements of this Section 2.13.

 

(b) Timely Notice. To be timely, the Proxy Access Notice must be delivered to the Secretary at the principal executive offices of the Corporation, not later than 120 days nor more than 150 days prior to the first anniversary of the date (as stated in the Corporation’s proxy materials) that the Corporation’s definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders/of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, the Proxy Access Notice must be so delivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of: (i) the 120th day prior to such annual meeting; or (ii) the 10th day following the day on which Public Disclosure of the date of such annual meeting is first made by the Corporation. In no event shall an adjournment or postponement of an annual meeting (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of the Proxy Access Notice.

 

 

(c) Information to be Included in Proxy Statement. In addition to including the name of the Proxy Access Stockholder Nominee in the Corporation’s proxy statement for the annual meeting, the Corporation shall also include (collectively, the “Required Information”):

 

(i) the information concerning the Proxy Access Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement pursuant to the Exchange Act, and the rules and regulations promulgated thereunder; and

 

(ii) if the Eligible Stockholder so elects, a written statement of the Eligible Stockholder (or in the case of a group, a written statement of the group), not to exceed 500 words, in support of its Proxy Access Stockholder Nominee, which must be provided at the same time as the Proxy Access Notice for inclusion in the Corporation’s proxy statement for the annual meeting (a “Statement”).

 

Notwithstanding anything to the contrary contained in this Section 2.13, the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation, or listing standard. Additionally, nothing in this Section 2.13 shall limit the Corporation’s ability to solicit against and include in its proxy statement its own statements relating to any Proxy Access Stockholder Nominee.

 

(d) Proxy Access Stockholder Nominee Limits. The number of Proxy Access Stockholder Nominees (including Proxy Access Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy statement pursuant to this Section 2.13 but either are subsequently withdrawn or that the Board of Directors decides to nominate) appearing in the Corporation’s proxy statement with respect to a meeting of stockholders shall not exceed the greater of: (x) two; or (y) 25% of the number of directors in office as of the last day on which notice of a nomination may be delivered pursuant to this Section 2.13 (the “Final Proxy Access Nomination Date”) or, if such amount is not a whole number, the closest whole number below 25% (the “Permitted Number”); provided, however, that:

 

(i) in the event that one or more vacancies for any reason occurs on the Board of Directors at any time after the Final Proxy Access Nomination Date and before the date of the applicable annual meeting of stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced;

 

 

(ii) any Proxy Access Stockholder Nominee who is included in the Corporation’s proxy statement for a particular meeting of stockholders but either: (A) withdraws from or becomes ineligible or unavailable for election at the meeting, or (B) does not receive a number of votes cast in favor of their election at least equal to 25% of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the Proxy Access Stockholder Nominee’s election, shall be ineligible to be included in the Corporation’s proxy statement as a Proxy Access Stockholder Nominee pursuant to this Section 2.13 for the next two annual meetings of stockholders following the meeting for which the Proxy Access Stockholder Nominee has been nominated for election;

 

(iii) any director in office as of the nomination deadline who was included in the Corporation’s proxy statement as a Proxy Access Stockholder Nominee for any of the three preceding annual meetings and whom the Board of Directors decides to nominate for election to the Board of Directors will be counted against the Permitted Number; and

 

(iv) any director recommended by the Board of Directors pursuant to an agreement, arrangement, or other understanding with a stockholder or group of stockholders (other than any such agreement, arrangement, or other understanding entered into in connection with an acquisition of stock from the Corporation by such stockholder or group of stockholders) will be counted against the Permitted Number.

 

In the event that the number of Proxy Access Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.13 exceeds the Permitted Number, each Eligible Stockholder shall select one Proxy Access Stockholder Nominee for inclusion in the Corporation’s proxy statement until the Permitted Number is reached, going in order of the amount (from greatest to least) of voting power of the Corporation’s capital stock entitled to vote on the election of directors as disclosed in the Proxy Access Notice. If the Permitted Number is not reached after each Eligible Stockholder has selected one Proxy Access Stockholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

 

 

(e) Eligibility of Nominating Stockholder; Stockholder Group. An Eligible Stockholder, and the beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is being proposed, must have owned (as defined below) continuously for at least three years a number of shares that represents 3% or more of the outstanding shares of the Corporation entitled to vote in the election of directors (the “Required Shares”) as of both the date the Proxy Access Notice is delivered to or received by the Corporation in accordance with this Section 2.13 and the record date for determining stockholders entitled to vote at the meeting and must intend to continue to own the Required Shares for at least one year following the date of the annual meeting/deliver a statement regarding the Eligible Stockholder’s, and the beneficial owner’s, if any, on whose behalf the Proxy Access Stockholder Nominee is being proposed, intent with respect to continued ownership of the Required Shares for at least one year following the annual meeting. For purposes of satisfying the ownership requirement under this Section 2.13, the voting power represented by the shares of the Corporation’s capital stock owned by one or more stockholders of record, or by the beneficial owners, if any, on whose behalf the Proxy Access Stockholder Nominee is being proposed, may be aggregated, provided that:

 

(i) the number of stockholders of record and, if and to the extent that a holder of record is acting on behalf of one or more beneficial owners, of such beneficial owners, whose stock ownership is aggregated for the purpose of satisfying the ownership requirement under this Section 2.13 shall not exceed 20; and

 

(ii) each stockholder of record or beneficial owner whose shares are aggregated shall have held such shares continuously for at least three years as required by this Section 2.13.

 

Whenever an Eligible Stockholder consists of a group of stockholders of record and/or beneficial owners, any and all requirements and obligations for an Eligible Stockholder set forth in this Section 2.13 must be satisfied by and as to each such stockholder or beneficial owner, except that shares may be aggregated to meet the Required Shares as provided in this Section 2.13(e). With respect to any one particular annual meeting, no shares may be attributed to more than one Eligible Stockholder, and no stockholder of record or beneficial owner, alone or together with any of its affiliates, may individually or as a member of a group qualify as or constitute more than one Eligible Stockholder under this Section 2.13.

 

(f) Funds. A group of two or more funds shall be treated as one stockholder of record or beneficial owner for this Section 2.13 provided that the other terms and conditions in this Section 2.13 are met (including Section 2.13(h)(v)(A)) and the funds are:

 

(i) under common management and investment control;

 

(ii) under common management and funded primarily by the same employer (or by a group of related employers that are under common control); or

 

(iii) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended.

 

(g) Ownership. For purposes of this Section 2.13, a stockholder of record or a beneficial owner, as the case may be, shall be deemed to “own” only those outstanding shares of the Corporation’s capital stock as to which the stockholder of record, or, if such stockholder is a nominee, custodian, or other agent that is holding the shares on behalf of a beneficial owner, that the beneficial owner on whose behalf the Proxy Access Stockholder Nominee is being proposed, possesses both:

 

(i) the full voting and investment rights pertaining to the shares; and

 

 

(ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares:

 

(A) sold by such stockholder or beneficial owner or any of their respective affiliates in any transaction that has not been settled or closed,

 

(B) borrowed by such stockholder or beneficial owner or any of their respective affiliates for any purposes or purchased by such stockholder or beneficial owner or any of their respective affiliates pursuant to an agreement to resell, or

 

(C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative, or similar agreement entered into by such stockholder, beneficial owner, or any of their respective affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s capital stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s, beneficial owner’s, or affiliate’s full right to vote or direct the voting of any such shares; and/or (2) hedging, offsetting, or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder, beneficial owner, or affiliate.

 

An Eligible Stockholder and beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Stockholder or beneficial owner, as applicable, retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Stockholder’s and beneficial owner’s ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder or beneficial owner, as applicable, has delegated any voting power by means of a proxy, power of attorney, or other instrument or arrangement that is revocable at any time by the Eligible Stockholder or beneficial owner, as applicable. An Eligible Stockholder’s and beneficial owner’s ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder or beneficial owner, as applicable, has loaned such shares, provided that the Eligible Stockholder or beneficial owner, as applicable, has the power to recall such loaned shares on five business days’ notice and recalls such loaned shares not more than five business days after being notified that any of its Proxy Access Stockholder Nominees will be included in the Corporation’s proxy statement. The terms “owned,” “owning,” and other variations of the word “own” shall have correlative meanings. For purposes of this Section 2.13, the term “affiliate” shall have the meaning ascribed thereto in the regulations promulgated under the Exchange Act.

 

 

(h) Nomination Notice and Other Eligible Stockholder Deliverables. An Eligible Stockholder must provide with its Proxy Access Notice the following information in writing to the Secretary:

 

(i) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Proxy Access Notice is delivered to or received by the Corporation, the Eligible Stockholder and beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder’s and beneficial owner’s agreement to provide:

 

(A) within five business days after the record date for the meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s and any applicable beneficial owner’s continuous ownership of the Required Shares through the record date, and

 

(B) immediate notice if the Eligible Stockholder, or beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed ceases to own any of the Required Shares prior to the date of the applicable annual meeting of stockholders;

 

(ii) the representation and agreement of the Eligible Stockholder and beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed that it:

 

(A) intends to continue to satisfy the eligibility requirements described in this Section 2.13 through the date of the annual meeting, including a statement regarding its intent with respect to continued ownership of the Required Shares for at least one year following the annual meeting,

 

(B) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent,

 

(C) has not nominated and will not nominate for election to the Board of Directors at the meeting any person other than the Proxy Access Stockholder Nominee(s) being nominated pursuant to this Section 2.13,

 

(D) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Proxy Access Stockholder Nominee(s) or any nominee of the Board of Directors,

 

 

(E) will not distribute to any stockholder any form of proxy for the meeting other than the form distributed by the Corporation,

 

(F) has provided and will provide facts, statements, and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading,

 

(G) agrees to assume all liability stemming from any legal or regulatory violation arising out of its communications with the Corporation’s stockholders or out of the information that it provides to the Corporation,

 

(H) agrees to indemnify and hold harmless the Corporation and each of its directors, officers, and employees individually against any liability, loss, or damages in connection with any threatened or pending action, suit, or proceeding, whether legal, administrative, or investigative, against the Corporation or any of its directors, officers, or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 2.13,

 

(I) will file with the SEC any solicitation or other communication with the Corporation’s stockholders relating to the meeting at which the Proxy Access Stockholder Nominee will be nominated, regardless of whether any such filing is required under Section 14 of the Exchange Act and the rules and regulations promulgated thereunder or whether any exemption from filing is available for such solicitation or other communication under Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and

 

(J) will comply with all other applicable laws, rules, regulations, and listing standards with respect to any solicitation in connection with the meeting;

 

(iii) the written consent of each Proxy Access Stockholder Nominee to be named in the Corporation’s proxy statement, and form of proxy and, as a nominee and, if elected, to serve as a director;

 

(iv) a copy of the Schedule 14N (or any successor form) that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act;

 

(v) in the case of a nomination by a stockholder group that together is an Eligible Stockholder:

 

(A) documentation satisfactory to the Corporation demonstrating that a group of funds qualifies pursuant to the criteria set forth in Section 2.13(f) to be treated as one stockholder or person for purposes of this Section 2.13, and

 

 

(B) the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

 

(vi) if desired, a Statement.

 

(i) Stockholder Nominee Agreement. Each Proxy Access Stockholder Nominee must:

 

(i) provide within five business days of the Corporation’s request an executed agreement, in a form deemed satisfactory to the Corporation, providing the following representations:

 

(A) the Proxy Access Stockholder Nominee has read and agrees to adhere to the Corporation’s any of the Corporation’s policies or guidelines applicable to directors, including with regard to securities trading,

 

(B) the Proxy Access Stockholder Nominee is not and will not become a party to: (1) any Voting Commitment that has not been disclosed to the Corporation; or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, and

 

(C) the Proxy Access Stockholder Nominee is not and will not become a party to any Compensation Arrangement in connection with such person’s nomination for director or service as a director that has not been disclosed to the Corporation;

 

(ii) complete, sign, and submit all questionnaires required of the Corporation’s Board of Directors within five business days of receipt of each such questionnaire from the Corporation; and

 

(iii) provide within five business days of the Corporation’s request such additional information as the Corporation determines may be necessary to permit the Board of Directors to determine whether such Proxy Access Stockholder Nominee meets the requirements of this Section 2.13 or the Corporation’s requirements with regard to director qualifications and policies and guidelines applicable to directors, including whether:

 

(A) such Proxy Access Stockholder Nominee is independent under the independence requirements, including the committee independence requirements, set forth in the listing standards of the stock exchange on which shares of the Corporation’s capital stock are listed, any applicable rules of the SEC, and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the directors (the “Independence Standards”),

 

 

(B) such Proxy Access Stockholder Nominee has any direct or indirect relationship with the Corporation that has not been deemed categorically immaterial pursuant to the Corporation’s corporate governance guidelines, and

 

(C) such Proxy Access Stockholder Nominee is not and has not been subject to: (1) any event specified in Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), or (2) any order of the type specified in Rule 506(d) of Regulation D under the Securities Act.

 

(j) Eligible Stockholder/Proxy Access Stockholder Nominee Undertaking. In the event that any information or communications provided by the Eligible Stockholder or Proxy Access Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in any respect or omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Proxy Access Stockholder Nominee, as the case may be, shall promptly notify the Secretary in writing of any such inaccuracy or omission in such previously provided information and of the information that is required to make such information or communication true and correct. Notwithstanding the foregoing, the provision of any such notification pursuant to the preceding sentence shall not be deemed to cure any defect or limit the Corporation’s right to omit a Proxy Access Stockholder Nominee from its proxy materials as provided in this Section 2.13.

 

(k) Exceptions Permitting Exclusion of Proxy Access Stockholder Nominee. The Corporation shall not be required to include pursuant to this Section 2.13 a Proxy Access Stockholder Nominee in its proxy statement (or, if the proxy statement has already been filed, to allow the nomination of a Proxy Access Stockholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation):

 

(i) if the Eligible Stockholder who has nominated such Proxy Access Stockholder Nominee, or the beneficial owner, if any, on whose behalf such Proxy Access Stockholder Nominee has been proposed, has nominated for election to the Board of Directors at the meeting any person other than pursuant to this Section 2.13, or has or is engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Proxy Access Stockholder Nominee(s) or any nominee of the Board of Directors;

 

 

(ii) if the Corporation has received a notice (whether or not subsequently withdrawn) that a stockholder intends to nominate any candidate for election to the Board of Directors pursuant to the advance notice requirements in Section 2.12 of these Bylaws;

 

(iii) who is not independent under the Independence Standards;

 

(iv) whose election as a member of the Board of Directors would violate or cause the Corporation to be in violation of these Bylaws, the Corporation’s corporate governance guidelines and ethical codes, or other document setting forth qualifications for directors, the listing standards of the stock exchange on which shares of the Corporation’s capital stock is listed, or any applicable state or federal law, rule, or regulation;

 

(v) if the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Voting Commitment;

 

(vi) if the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Compensation Arrangement;

 

(vii) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;

 

(viii) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years;

 

(ix) who is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act; or

 

(x) if such Proxy Access Stockholder Nominee or the applicable Eligible Stockholder, or the beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed, shall have provided information to the Corporation in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading or shall have breached its or their agreements, representations, undertakings, or obligations pursuant to this Section 2.13.

 

 

(l) Invalidity. Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall be entitled to declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation; and the Corporation shall not be required to include in its proxy statement any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder if:

 

(i) the Proxy Access Stockholder Nominee, the applicable Eligible Stockholder, or applicable beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed shall have breached its or their agreements, representations, undertakings, or obligations pursuant to this Section 2.13, as determined by the Board of Directors or the person presiding at the meeting; or

 

(ii) the Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this Section 2.13.

 

(m) Interpretation. The Board of Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret this Section 2.13 and to make any and all determinations necessary or advisable to apply this Section 2.13 to any persons, facts, or circumstances, including the power to determine whether:

 

(i) a person or group of persons qualifies as an Eligible Stockholder;

 

(ii) outstanding shares of the Corporation’s capital stock are “owned” for purposes of meeting the ownership requirements of this Section 2.13;

 

(iii) a notice complies with the requirements of this Section 2.13;

 

(iv) a person satisfies the qualifications and requirements to be a Proxy Access Stockholder Nominee;

 

(v) inclusion of the Required Information in the Corporation’s proxy statement is consistent with all applicable laws, rules, regulations, and listing standards; and

 

(vi) any and all requirements of this Section 2.13 have been satisfied.

 

Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all persons, including the Corporation and all record or beneficial owners of stock of the Corporation.

 

Section 2.14 Action by Stockholder Consent in Lieu of a Meeting. Any action required or permitted by the Nevada Corporations Act to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent to the action is signed by stockholders holding a majority of the voting power of the Corporation or, if different, the proportion of voting power required to take the action at a meeting of stockholders.

 

Section 2.15 Notices to the Corporation. Whenever notice is to be given to the Corporation by a stockholder under any provision of law or of the Articles of Incorporation or these Bylaws, such notice shall be delivered to the Secretary at the principal executive offices of the Corporation. If delivered by electronic transmission, the stockholder’s notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the Corporation’s most recent proxy statement.

 

 

ARTICLE III

Board of Directors

 

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

 

Section 3.02 Number; Term of Office. The Board of Directors shall consist of not less than three and not more than seven directors as fixed from time to time solely by resolution of a majority of the total number of directors that the Corporation would have if there were no vacancies. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.

 

Section 3.03 Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom the director has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation, or removal.

 

Section 3.04 Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later effective date or upon the happening of an event or events as is therein specified. A resignation that is conditioned on a director failing to receive a specified vote for reelection as a director may provide that it is irrevocable.

 

Section 3.05 Removal. Except as prohibited by applicable law or the Articles of Incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause.

 

Section 3.06 Fees and Expenses. Directors shall receive such reasonable fees for their services on the Board of Directors and any committee thereof and such reimbursement of their actual and reasonable expenses as may be fixed or determined by the Board of Directors.

 

Section 3.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places, if any, as may be determined from time to time by the Board of Directors.

 

 

Section 3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places, if any, as may be determined by the Chair of the Board, or the President on at least 48 hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the Chair of the Board or the President in like manner and on like notice on the written request of any two or more directors.

 

Section 3.09 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

 

Section 3.10 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

 

Section 3.11 Notices. Subject to Section 3.08, Section 3.10, and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Articles of Incorporation, or these Bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, email, or by other means of electronic transmission.

 

Section 3.12 Waiver of Notice. Whenever notice to directors is required by applicable law, the Articles of Incorporation, or these Bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

 

Section 3.13 Organization. At each regular or special meeting of the Board of Directors, the Chair of the Board or, in the Chair’s absence, another director or officer selected by the Board of Directors shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. If the Secretary is absent from any meeting of the Board of Directors, an assistant secretary of the Corporation shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all assistant secretaries of the Corporation, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

 

 

Section 3.14 Quorum of Directors. Except as otherwise provided by these Bylaws, the Articles of Incorporation, or required by applicable law, the presence of a majority of the total number of directors on the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

 

Section 3.15 Action by Majority Vote. Except as otherwise provided by these Bylaws, the Articles of Incorporation, or required by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Section 3.16 Directors’ Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented, signed, and delivered in any manner permitted by Section 78.315s of the Nevada Corporations Act. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

 

Section 3.17 Chair of the Board. The Board of Directors shall annually elect one of its members to be its chair (the “Chair of the Board”) and shall fill any vacancy in the position of Chair of the Board at such time and in such manner as the Board of Directors shall determine. Except as otherwise provided in these Bylaws, the Chair of the Board shall preside at all meetings of the Board of Directors and of stockholders. The Chair of the Board shall perform such other duties and services as shall be assigned to or required of the Chair of the Board by the Board of Directors.

 

Section 3.18 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this ARTICLE III.

 

 

ARTICLE IV
Officers

 

Section 4.01 Positions and Election. The officers of the Corporation shall be chosen by the Board of Directors and shall include a chief executive officer (the “Chief Executive Officer”), a president (the “President”), a chief financial officer (the “Chief Financial Officer”), a treasurer (the “Treasurer”), and a secretary (the “Secretary”). The Board of Directors, in its discretion, may also elect one or more vice presidents, assistant treasurers, assistant secretaries, and other officers in accordance with these Bylaws. Any two or more offices may be held by the same person.

 

Section 4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to such officer’s contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving notice of their resignation in writing, or by electronic transmission, to the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

 

Section 4.03 Chief Executive Officer. The Chief Executive Officer shall, subject to the provisions of these Bylaws and the control of the Board of Directors, have general supervision, direction, and control over the business of the Corporation and over its officers save for the President. The Chief Executive Officer shall perform all duties incident to the office of the Chief Executive Officer, and any other duties as may be from time to time assigned to the Chief Executive Officer by the Board of Directors, in each case subject to the control of the Board of Directors.

 

Section 4.04 President. The President shall have such powers and perform such duties as from time to time may be assigned or delegated to the President by the Board of Directors or that are incident to the office of president.

 

Section 4.05 Vice Presidents. Each vice president of the Corporation shall have such powers and perform such duties as may be assigned to them from time to time by the Board of Directors, the Chief Executive Officer, or the President, or that are incident to the office of vice president.

 

 

Section 4.06 Secretary. The Secretary shall keep full and complete records of the proceedings of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings, and shall perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chair of the Board, or the Chief Executive Officer. The Secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

 

Section 4.07 Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation and shall have such powers and perform such duties as may be assigned by the Board of Directors, the Chair of the Board, or the Chief Executive Officer.

 

Section 4.08 Treasurer. The Treasurer shall exercise general supervision over the receipt, custody, and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as may be designated as depositaries in the manner provided by resolution of the Board of Directors. The Treasurer shall have such further powers and duties as shall be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or the President.

 

Section 4.09 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

 

Section 4.10 Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the Chief Executive Officer or the President or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

 

ARTICLE V
INDEMNIFICATION

 

Section 5.01 Indemnification. The Corporation shall indemnify and hold harmless, each person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director of the Corporation or, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, against all expense, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify and hold harmless a person in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors.

 

 

Section 5.02 Advancement of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a director of the Corporation in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under Section 5.01 or otherwise. Payment of such expenses actually and reasonably incurred by such person, may be made by the Corporation, subject to such terms and conditions as the general counsel of the Corporation in their discretion deems appropriate.

 

Section 5.03 Non-Exclusivity of Rights. The rights conferred on any person by this ARTICLE V will not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada Corporations Act.

 

Section 5.04 Other Indemnification. The Corporation’s obligation, if any, to indemnify and hold harmless any person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise, or nonprofit entity.

 

Section 5.05 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the NEVADA CORPORATIONS ACT.

 

Section 5.06 Repeal, Amendment, or Modification. Any amendment, repeal, or modification of this ARTICLE V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

 

 

ARTICLE VI

Stock Certificates and Their Transfer

 

Section 6.01 Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. In case any officer, transfer agent, or registrar who has signed such a certificate ceases to be an officer, transfer agent, or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if the signatory were still such at the date of its issue.

 

Section 6.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books administered by or on behalf of the Corporation only by the direction of the registered holder thereof or such person’s attorney, lawfully constituted in writing, and, in the case of certificated shares, upon the surrender to the Company or its transfer agent or other designated agent of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued.

 

Section 6.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

 

Section 6.04 Lost, Stolen, or Destroyed Certificates. The Board of Directors or the Secretary may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors or the Secretary may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen, or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or uncertificated shares.

 

ARTICLE VII
General Provisions

 

Section 7.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

 

Section 7.02 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

 

Section 7.03 Checks, Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the Corporation by such officer, officers, person, or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

 

 

Section 7.04 Conflict with Applicable Law or Articles of Incorporation. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

 

Section 7.05 Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 78.0297 of the Nevada Corporations Act. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

 

ARTICLE VIII
Amendments

 

These Bylaws may be adopted, amended, or repealed by the stockholders entitled to vote; provided, however, that the Corporation may, in its Articles of Incorporation, confer the power to adopt, amend, or repeal these Bylaws upon the Board of Directors; and, provided further, that any proposal by a stockholder to amend these Bylaws will be subject to the provisions of ARTICLE II of these Bylaws except as otherwise required by law. The fact that such power has been so conferred upon the Board of Directors will not divest the stockholders of the power, nor limit their power to adopt, amend, or repeal Bylaws.

 

 

 

Exhibit 10.2

 

ONEMETA INC.

 

2023 EQUITY INCENTIVE PLAN

 

1. Establishment and Purpose

 

1.1 The purpose of the OneMeta Inc. 2023 Equity Incentive Plan (as amended from time to time, the “Plan”) is to provide a means whereby eligible employees, officers, non-employee Directors and other individual service providers develop a sense of proprietorship and personal involvement in the development and financial success of the Company and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. The Company, by means of the Plan, seeks to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Subsidiaries.

 

1.2 The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and Other Stock-Based Awards. This Plan shall become effective upon the date set forth in Section 17.1 hereof.

 

2. Definitions

 

Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

 

2.1 “Affiliate” means, with respect to a Person, a Person that directly or indirectly Controls, or is Controlled by, or is under common Control with, such Person.

 

2.2 “Applicable Law” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction that applies to Awards.

 

2.3 “Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Incentive Bonus Award, Other Cash-Based Award and/or Other Stock-Based Award granted under the Plan.

 

2.4 “Award Agreement” means either (i) a written or electronic agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award including any amendment or modification thereof, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan and need not be identical.

 

 

2.5 “Board” means the Board of Directors of the Company.

 

2.6 “Cause” means a Participant’s (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or financial performance; (ii) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty in the course of Awardee’s employment or other service; (iii) use of illegal drugs (other than in accordance with a physician’s prescription) in each case that is in violation of Company policy or has caused (or can reasonably be expected to cause) the Participant to be unable to substantially perform his or her duties or responsibilities or that adversely affects (or can reasonably be expected to adversely affect) the Company’s business, operations, reputation or customer relationships; (iv) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (vi) below) to the Company or its Affiliates (other than due to a Disability), which refusal, if curable, is not cured within fifteen (15) days after delivery of written notice thereof; (v) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within fifteen (15) days after the delivery of written notice thereof; or (vi) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, non-solicitation or proprietary rights. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then with respect to such Participant, “Cause” shall have the meaning defined in that employment agreement, consulting agreement or other agreement.

 

2.7 “Change in Control” means the occurrence of any one of the following events:

 

(i) A change in the ownership of the Company which occurs on the date that any one Person, or more than one Person acting as a group, acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities;

 

 

(ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

 

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 

Notwithstanding the foregoing, if any Award is considered nonqualified deferred compensation that is subject to Section 409A of the Code and such Award is payable on or in connection with a transaction that is required to be a “change in control event” under Section 409A of the Code, then such a transaction will not be deemed a Change in Control unless the transaction qualifies as a “change in control event” within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

 

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation; or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the Persons who held the Company’s securities immediately before such transaction.

 

2.8 “Code” means the Internal Revenue Code of 1986, as amended. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

 

 

2.9 “Committee” means the committee of the Board delegated with the authority to administer the Plan, or the full Board, as provided in Section 3 of the Plan. With respect to any decision relating to a Reporting Person, the Committee shall consist solely of two or more Directors who are disinterested within the meaning of Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision. The fact that a Committee member shall fail to qualify under any of these requirements shall not invalidate an Award if the Award is otherwise validly made under the Plan. The Board may at any time appoint additional members to the Committee, remove and replace members of the Committee with or without cause, and fill vacancies on the Committee however caused.

 

2.10 “Common Stock” means the Company’s Common Stock, $0.001 par value per share.

 

2.11 “Company” means OneMeta Inc., a Nevada corporation, and any successor thereto as provided in Section 15.8.

 

2.12 “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an employee, Director or consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an employee, Director or consultant or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Committee in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such entity ceases to qualify as an Affiliate. For example, a change in status from an employee of the Company to a consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by Applicable Law, the Committee or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Company or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s (or an Affiliate’s) leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by Applicable Law or permitted by the Committee. Unless the Committee provides otherwise, in its sole discretion, or as otherwise required by Applicable Law, vesting of Awards shall be tolled during any unpaid leave of absence by a Participant.

 

2.13 “Control” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, or the power to appoint Directors of the Company, whether through the ownership of voting securities, by contract or otherwise (the terms “Controlled by” and “under common Control with” shall have correlative meanings).

 

 

2.14 “Date of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee may specify to be the effective date of an Award.

 

2.15 “Director” means a duly appointed or elected member of the Board.

 

2.16 “Disability” means a Participant being considered “disabled” within the meaning of Section 409A of the Code and Treasury Regulation 1.409A-3(i)(4), as well as any successor regulation or interpretation.

 

2.17 “Eligible Person” means any person who is an employee, officer, Director, consultant, advisor or other individual service provider of the Company or any Subsidiary, or any person who is determined by the Committee to be a prospective employee, officer, Director, consultant, advisor or other individual service provider of the Company or any Subsidiary.

 

2.18 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

2.19 “Fair Market Value” of a share of Common Stock shall be, as applied to a specific date (i) the closing price of a share of Common Stock as of such date on the principal established stock exchange or national market system on which the Common Stock is then traded (or, if there is no trading in the Common Stock as of such date, the closing price of a share of Common Stock on the most recent date preceding such date on which trades of the Common Stock were recorded), or (ii) if the shares of Common Stock are not then traded on an established stock exchange or national market system but are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market as of such date (or, if there are no closing bid and asked prices for the shares of Common Stock as of such date, the average of the closing bid and the asked prices for the shares of Common Stock on the most recent date preceding such date on which such closing bid and asked prices are available on such over-the-counter market), or (iii) if the shares of Common Stock are not then listed on a national securities exchange or national market system or traded in an over-the-counter market, the price of a share of Common Stock as determined by the Committee in its discretion in a manner consistent with Section 409A of the Code and Treasury Regulation 1.409A-1(b)(5)(iv), as well as any successor regulation or interpretation. For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Common Stock.

 

2.20 “Fiscal Year” means the fiscal year of the Company.

 

2.21 “Incentive Bonus Award” means an Award granted under Section 12 of the Plan.

 

2.22 “Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code and the regulations promulgated thereunder.

 

 

2.23 “Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.

 

2.24 “Other Cash-Based Award” means a contractual right granted to an Eligible Person under Section 13 hereof entitling such Eligible Person to receive a cash payment at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

2.25 “Other Stock-Based Award” means a contractual right granted to an Eligible Person under Section 13 representing a notional unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions as are set forth in the Plan and the applicable Award Agreement.

 

2.26 “Outside Director” means a Director who is not an employee of the Company or a Subsidiary.

 

2.27 “Participant” means any Eligible Person who holds an outstanding Award under the Plan.

 

2.28 “Person” shall mean, unless otherwise provided, any individual, partnership, firm, trust, corporation, limited liability company or other similar entity. When two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Common Stock, such partnership, limited partnership, syndicate or group shall be deemed a “Person”.

 

2.29 “Performance Goals” shall mean performance goals established by the Committee as contingencies for the grant, exercise, vesting, distribution, payment and/or settlement, as applicable, of Awards.

 

2.30 “Performance Shares” means a contractual right granted to an Eligible Person under Section 10 hereof representing a notional unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

2.31 “Performance Unit” means a contractual right granted to an Eligible Person under Section 11 hereof representing a notional dollar interest as determined by the Committee to be paid and distributed at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

2.32 “Plan” has the meaning set forth in Section 1.1.

 

2.33 “Plan Indemnified Parties” has the meaning set forth in Section 3.3.

 

2.34 “Registration Date” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12 of the Exchange Act, with respect to any class of the Company’s securities.

 

 

2.35 “Reporting Person” means an officer, Director or greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

 

2.36 “Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions and such other conditions as are set forth in the Plan and the applicable Award Agreement.

 

2.37 “Restricted Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

2.38 “Securities Act” means the Securities Act of 1933, as amended.

 

2.39 “Stock Appreciation Right” or “SAR” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment, upon the exercise of such right, in such amount and at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

2.40 “Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

2.41 “Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.

 

3. Administration

 

3.1 Committee Members. The Plan shall be administered by the Committee; provided that the entire Board may act in lieu of the Committee on any matter, subject to Section 16b-3 Award requirements referred to in Section 2.9 of the Plan. If and to the extent permitted by Applicable Law, the Committee may authorize one or more Reporting Persons (or other officers) to make Awards to Eligible Persons who are not Reporting Persons (or other officers whom the Committee has specifically authorized to make Awards). Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or employees of the Company or its Subsidiaries.

 

 

3.2 Committee Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. Subject to the terms of the Plan, the Committee shall have authority to amend the terms of an Award in any manner that is not inconsistent with the Plan (including without limitation to determine, add, cancel, waive, amend or otherwise alter any restrictions, terms or conditions of any Award, or extend the post-termination exercisability period of any Stock Option and/or Stock Appreciation Right). Without limitation of the foregoing, the Board or the Committee may reduce or reprice the exercise price of any Stock Option and/or Stock Appreciation Right that exceeds the Fair Market Value of a share of Common Stock on the date of such repricing, subject to any applicable shareholder approval requirements under Applicable Law, and provided further that such a change does not cause a violation of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, no amendment or modification of an outstanding Award may be made that would materially and adversely affect the rights of a Participant without the Participant’s consent; provided that any action that disqualifies an Incentive Stock Option for treatment as such shall not be deemed to materially and adversely affect the rights of a Participant. The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award Agreement. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

 

3.3 No Liability; Indemnification. Neither the Board nor any Committee member, nor any Person acting at the direction or authorization of the Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to the Plan or any Award or Award Agreement. The Company and its Subsidiaries shall pay or reimburse any member of the Committee, as well as any other Person who takes action on behalf of the Plan (collectively, the “Plan Indemnified Parties”), for all reasonable expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties on behalf of the Company with respect to the Plan. The Plan Indemnified Parties are intended third party beneficiaries of this Section 3.3. The Company and its Subsidiaries may, but shall not be required to, obtain liability insurance for this purpose.

 

 

4. Shares Subject to the Plan

 

4.1 Plan Share Limitation.

 

(a) Subject to adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards granted to Participants under the Plan shall be 5,000,000 shares.

 

(b) Subject to adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the number of shares of Common Stock available for issuance under the Plan will automatically be increased on the first day of each Fiscal Year beginning with the Company’s Fiscal Year beginning in 2024, in an amount equal to lesser of (i) five percent (5%) of the outstanding shares of all classes of the Company’s Common Stock (on a fully diluted basis, but rounded to the nearest 1,000 share increment) as of the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board (the “Annual Increase”). Notwithstanding the foregoing and, subject to adjustment as provided in Section 4.3 of the Plan, the maximum number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options will equal the aggregate number of shares Common Stock stated in Section 4.1(a), and shall be increased on the first day of each Fiscal Year beginning with the Company’s Fiscal Year beginning in 2024 until (and including) the Company’s Fiscal Year beginning in 2033, by the Annual Increase for such Fiscal Year.

 

(c) To the extent that any Award payable in shares of Common Stock is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitation and may again be made subject to Awards under the Plan pursuant to such limitations. Awards settled in cash shall not count against the foregoing maximum share limitation. Shares of Common Stock that otherwise would have been issued upon the exercise of a Stock Option or Stock Appreciation Right or in payment with respect to any other form of Award, that are surrendered in payment or partial payment of taxes withheld with respect to the exercise thereof or the making of such payment, will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. For the avoidance of doubt, any shares of Common Stock tendered or withheld to pay the exercise price of Options, or that are covered by a Stock Appreciation Right (to the extent that it is settled in shares of Common Stock, without regard to the number of shares of Common Stock that are actually issued upon exercise), will not again become available for issuance under the Plan.

 

(d) Shares of Common Stock issued under the Plan may be authorized but unissued shares, treasury shares, reacquired shares or any combination thereof.

 

4.2 Outside Director Limitation. The maximum number of shares of Common Stock subject to Awards granted during a single fiscal year of the Company to any Outside Director, taken together with any cash fees paid during the fiscal year to the Outside Director, in respect of the Outside Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $250,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); provided that in the case of a new Outside Director, such amount shall be increased to $350,000 for the initial year of the Outside Director’s term. The Committee may make exceptions to this limit for Awards made to a new Outside Director upon his or her becoming a Director of the Board or a non-executive chair of the Board.

 

 

4.3 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution with respect to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum numbers and kind of shares provided in Section 4.1 hereof, (ii) the numbers and kind of shares of Common Stock, units, or other rights subject to then outstanding Awards, (iii) the price for each share or unit or other right subject to then outstanding Awards, (iv) the performance measures or goals relating to the vesting of an Award, and (v) any other terms of an Award that are affected by the event to prevent dilution or enlargement of a Participant’s rights under an Award. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code.

 

5. Participation and Awards

 

5.1 Designation of Participants. All Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted and the number of shares of Common Stock or units subject to Awards granted under the Plan. In selecting Eligible Persons to be Participants and in determining the type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.

 

5.2 Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem or in the alternative. To the extent deemed appropriate by the Committee, an Award shall be evidenced by an Award Agreement as described in Section 15.1 hereof.

 

6. Stock Options

 

6.1 Grant of Stock Option. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to the provisions of Section 6.6 hereof and Section 422 of the Code, each Stock Option shall be designated, in the sole discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option.

 

 

6.2 Exercise Price. The exercise price per share of a Stock Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.3.

 

6.3 Vesting of Stock Options. The Committee shall in its sole discretion prescribe the time or times at which, or the conditions upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Option may be based on the Continuous Service of the Participant for a specified time period (or periods) and/or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its sole discretion, accelerate the vesting or exercisability of any Stock Option at any time. The Committee, in its sole discretion, may allow a Participant to exercise unvested Nonqualified Stock Options, in which case the shares of Common Stock then issued shall be Restricted Stock having analogous vesting restrictions to the unvested Nonqualified Stock Options.

 

6.4 Term of Stock Options. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Option may be exercised, provided that the maximum term of a Stock Option shall be ten (10) years from the Date of Grant. A Stock Option may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Continuous Service for any reason, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section 6 or in an Award Agreement as such agreement may be amended from time to time upon authorization of the Committee, no Stock Option may be exercised at any time during the term thereof unless the Participant is then in Continuous Service. Notwithstanding the foregoing, unless an Award Agreement provides otherwise:

 

(a) If a Participant’s Continuous Service terminates by reason of his or her death, any Stock Option held by such Participant may, to the extent then exercisable, be exercised by such Participant’s estate or any Person who acquires the right to exercise such Stock Option by bequest or inheritance at any time in accordance with its terms for up to one year after the date of such Participant’s death (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.

 

(b) If a Participant’s Continuous Service terminates by reason of his or her Disability, any Stock Option held by such Participant may, to the extent then exercisable, be exercised by the Participant or his or her personal representative at any time in accordance with its terms for up to one year after the date of such Participant’s termination of Continuous Service (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.

 

 

(c) If a Participant’s Continuous Service terminates for any reason other than death, Disability or Cause, any Stock Option held by such Participant may, to the extent then exercisable, be exercised by the Participant up until ninety (90) days following such termination of Continuous Service (but in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such 90-day period, no portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force or effect.

 

(d) To the extent that a Stock Option of a Participant whose Continuous Service terminates is not exercisable, such Stock Option shall be deemed forfeited and canceled on the ninetieth (90th) day after such termination of Continuous Service or at such earlier time as the Committee may determine.

 

6.5 Stock Option Exercise. Subject to such terms and conditions as shall be specified in an Award Agreement, a Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, and payment of the aggregate exercise price by certified or bank check, or such other means as the Committee may accept. As set forth in an Award Agreement or otherwise determined by the Committee, in its sole discretion, at or after grant, payment in full or in part of the exercise price of an Option may be made: (i) in the form of shares of Common Stock that have been held by the Participant for such period as the Committee may deem appropriate for accounting purposes or otherwise, valued at the Fair Market Value of such shares on the date of exercise; (ii) by surrendering to the Company shares of Common Stock otherwise receivable on exercise of the Option; (iii) by a cashless exercise program implemented by the Committee in connection with the Plan; and/or (iv) by such other method as may be approved by the Committee and set forth in an Award Agreement (provided that such method does not involve the Company providing a loan or other extension of credit to the Participant). Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment of the exercise price and satisfaction of any applicable tax withholding pursuant to Section 16.5, the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount based upon the number of shares of Common Stock purchased under the Option. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars or shares of Common Stock, as applicable.

 

6.6 Additional Rules for Incentive Stock Options.

 

(a) Eligibility. An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee under Treasury Regulation §1.421-1(h) of the Company or any Subsidiary.

 

(b) Annual Limits. No Incentive Stock Option shall be granted to an Eligible Person as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company or any Subsidiary would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Incentive Stock Options into account in the order in which granted.

 

 

(c) Ten Percent Stockholders. If a Stock Option granted under the Plan is intended to be an Incentive Stock Option, and if the Participant, at the time of grant, owns stock possessing ten percent (10%) or more of the total combined voting power of all classes of Common Stock of the Company or any Subsidiary, then (i) the Stock Option exercise price per share shall in no event be less than 110% of the Fair Market Value of the Common Stock on the date of such grant; and (ii) such Stock Option shall not be exercisable after the expiration of five (5) years following the date such Stock Option is granted.

 

(d) Termination of Employment. An Award of an Incentive Stock Option shall provide that such Stock Option may be exercised not later than three (3) months following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one (1) year following death or a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the Committee to be necessary to comply with the requirements of Section 422 of the Code.

 

(e) Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two (2) years following the Date of Grant or one (1) year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

 

7. Stock Appreciation Rights

 

7.1 Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event.

 

7.2 Base Price. The base price of a Stock Appreciation Right shall be determined by the Committee in its sole discretion; provided, however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.3.

 

7.3 Vesting Stock Appreciation Rights. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the Continuous Service of a Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its sole discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time.

 

 

7.4 Term of Stock Appreciation Rights. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Appreciation Right may be exercised, provided that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. A Stock Appreciation Right may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Continuous Service for any reason, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section 7 or in an Award Agreement as such agreement may be amended from time to time upon authorization of the Committee, no Stock Appreciation Right may be exercised at any time during the term thereof unless the Participant is then in Continuous Service.

 

7.5 Payment of Stock Appreciation Rights. Subject to such terms and conditions as shall be specified in an Award Agreement, a vested Stock Appreciation Right may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company and payment of any exercise price. Upon the exercise of a Stock Appreciation Right and payment of any applicable exercise price, a Participant shall be entitled to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised. Payment of the amount determined under the immediately preceding sentence may be made, as approved by the Committee and set forth in the Award Agreement, in shares of Common Stock valued at their Fair Market Value on the date of exercise, in cash, or in a combination of shares of Common Stock and cash, subject to applicable tax withholding requirements set forth in Section 16.5. If Stock Appreciation Rights are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount.

 

8. Restricted Stock Awards

 

8.1 Grant of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award. The Committee may provide in an Award Agreement for the payment of dividends and distributions to the Participant such times as paid to stockholders generally or at the times of vesting or other payment of the Restricted Stock Award. If any dividends or distributions are paid in stock while a Restricted Stock Award is subject to restrictions under Section 8.3 of the Plan, the dividends or other distributions shares shall be subject to the same restrictions on transferability as the shares of Common Stock to which they were paid unless otherwise set forth in the Award Agreement. The Committee may also subject the grant of any Restricted Stock Award to the execution of a voting agreement with the Company or with any Affiliate of the Company.

 

 

8.2 Vesting Requirements. The restrictions imposed on shares of Common Stock granted under a Restricted Stock Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement. Upon vesting of a Restricted Stock Award, such Award shall be subject to the tax withholding requirement set forth in Section 16.5. The requirements for vesting of a Restricted Stock Award may be based on the Continuous Service of the Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its sole discretion, accelerate the vesting of a Restricted Stock Award at any time. If the vesting requirements of a Restricted Stock Award shall not be satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall be returned to the Company. In the event that the Participant paid any purchase price with respect to such forfeited shares, unless otherwise provided by the Committee in an Award Agreement, the Company will refund to the Participant the lesser of (i) such purchase price and (ii) the Fair Market Value of such shares on the date of forfeiture.

 

8.3 Restrictions. Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. The Committee may require in an Award Agreement that certificates representing the shares granted under a Restricted Stock Award bear a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.

 

8.4 Rights as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant to whom a Restricted Stock Award is made shall have all rights of a stockholder with respect to the shares granted to the Participant under the Restricted Stock Award, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines otherwise at the time the Restricted Stock Award is granted.

 

8.5 Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award, the Participant shall file, within thirty (30) days following the Date of Grant, a copy of such election with the Company (directed to the Secretary thereof) and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award under Section 83(b) of the Code.

 

9. Restricted Stock Unit Awards

 

9.1 Grant of Restricted Stock Unit Awards. A Restricted Stock Unit Award may be granted to any Eligible Person selected by the Committee. The value of each stock unit under a Restricted Stock Unit Award is equal to the Fair Market Value of the Common Stock on the applicable date or time period of determination, as specified by the Committee. A Restricted Stock Unit Award shall be subject to such restrictions and conditions as the Committee shall determine. A Restricted Stock Unit Award may be granted together with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional stock units, as determined by the Committee in its sole discretion. If any dividend equivalents are paid while a Restricted Stock Unit Award is subject to restrictions under Section 9 of the Plan, the Committee may, in its sole discretion, provide in the Award Agreement for such dividend equivalents to immediately be paid to the Participant holding such Restricted Stock Unit Award or pay such dividend equivalents subject to the same restrictions on transferability as the Restricted Stock Units to which they relate.

 

 

9.2 Vesting of Restricted Stock Unit Awards. On the Date of Grant, the Committee shall, in its discretion, determine any vesting requirements with respect to a Restricted Stock Unit Award, which shall be set forth in the Award Agreement. The requirements for vesting of a Restricted Stock Unit Award may be based on the Continuous Service of the Participant for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its sole discretion, accelerate the vesting of a Restricted Stock Unit Award at any time. A Restricted Stock Unit Award may also be granted on a fully vested basis, with a deferred payment date as may be determined by the Committee or elected by the Participant in accordance with rules established by the Committee.

 

9.3 Payment of Restricted Stock Unit Awards. A Restricted Stock Unit Award shall become payable to a Participant at the time or times determined by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Restricted Stock Unit Award may be made, at the discretion of the Committee, in cash or in shares of Common Stock, or in a combination thereof as described in the Award Agreement, subject to applicable tax withholding requirements set forth in Section 16.5. Any cash payment of a Restricted Stock Unit Award shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such time period as determined by the Committee. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, any Restricted Stock Unit, whether settled in Common Stock or cash, shall be paid no later than two and one-half months after the later of the calendar year or fiscal year in which the Restricted Stock Units vest. If Restricted Stock Unit Awards are settled in shares of Common Stock, then as soon as practicable following the date of settlement, the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount.

 

10. Performance Shares

 

10.1 Grant of Performance Shares. Performance Shares may be granted to any Eligible Person selected by the Committee. A Performance Share Award shall be subject to such restrictions and condition as the Committee shall specify. A Performance Share Award may be granted with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional stock units, as determined by the Committee in its sole discretion.

 

10.2 Value of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Date of Grant. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over a specified time period, shall determine the number of Performance Shares that shall be paid to a Participant.

 

 

10.3 Earning of Performance Shares. After the applicable time period has ended, the number of Performance Shares earned by the Participant over such time period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee. The Committee may, in its sole discretion, waive any performance or vesting conditions relating to a Performance Share Award.

 

10.4 Form and Timing of Payment of Performance Shares. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Shares in the form of cash or in shares of Common Stock or in a combination thereof, as specified in a Participant’s Award Agreement, subject to applicable tax withholding requirements set forth in Section 16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Shares shall be paid no later than two and one-half months following the later of the calendar year or fiscal year in which such Performance Shares vest. Any shares of Common Stock paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee. If Performance Shares are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount.

 

11. Performance Units

 

11.1 Grant of Performance Units. Performance Units may be granted to any Eligible Person selected by the Committee. A Performance Unit Award shall be subject to such restrictions and condition as the Committee shall specify in a Participant’s Award Agreement.

 

11.2 Value of Performance Units. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over a specified time period, will determine the number of Performance Units that shall be settled and paid to the Participant.

 

11.3 Earning of Performance Units. After the applicable time period has ended, the number of Performance Units earned by the Participant, and the amount payable in cash, in shares or in a combination thereof, over such time period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee. The Committee may, in its sole discretion, waive any performance or vesting conditions relating to a Performance Unit Award.

 

 

11.4 Form and Timing of Payment of Performance Units. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Units in the form of cash or in shares of Common Stock or in a combination thereof, as specified in a Participant’s Award Agreement, subject to applicable tax withholding requirements set forth in Section 16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Units shall be paid no later than two and one-half months following the later of the calendar year or fiscal year in which such Performance Units vest. Any shares of Common Stock paid to a Participant under this Section 11.4 may be subject to any restrictions deemed appropriate by the Committee. If Performance Units are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount.

 

12. Incentive Bonus Awards

 

12.1 Incentive Bonus Awards. The Committee, at its discretion, may grant Incentive Bonus Awards to such Participants as it may designate from time to time. The terms of a Participant’s Incentive Bonus Award shall be set forth in the Participant’s Award Agreement. Each Award Agreement shall specify such general terms and conditions as the Committee shall determine.

 

12.2 Incentive Bonus Award Performance Criteria. The determination of Incentive Bonus Awards for a given year or years may be based upon the attainment of specified levels of Company or Subsidiary performance as measured by pre-established, objective performance criteria determined at the discretion of the Committee. The Committee shall (i) select those Participants who shall be eligible to receive an Incentive Bonus Award, (ii) determine the performance period, (iii) determine target levels of performance, and (iv) determine the level of Incentive Bonus Award to be paid to each selected Participant upon the achievement of each performance level. The Committee generally shall make the foregoing determinations prior to the commencement of services to which an Incentive Bonus Award relates, to the extent applicable, and while the outcome of the performance goals and targets is uncertain.

 

12.3 Payment of Incentive Bonus Awards.

 

(a) Incentive Bonus Awards shall be paid in cash or Common Stock, as set forth in a Participant’s Award Agreement. Payments shall be made following a determination by the Committee that the performance targets were attained and shall be made within two and one-half months after the later of the end of the fiscal or calendar year in which the Incentive Award is no longer subject to a substantial risk of forfeiture.

 

(b) The amount of an Incentive Bonus Award to be paid upon the attainment of each targeted level of performance shall equal a percentage of a Participant’s base salary for the fiscal year, a fixed dollar amount, or such other formula, as determined by the Committee.

 

13. Other Cash-Based Awards and Other Stock-Based Awards.

 

13.1 Other Cash-Based and Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual shares of Common Stock to a Participant, or payment in cash or otherwise of amounts based on the value of shares of Common Stock. In addition, the Committee, at any time and from time to time, may grant Other Cash-Based Awards to a Participant in such amounts and upon such terms as the Committee shall determine, in its sole discretion.

 

 

13.2 Value of Cash-Based Awards and Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms of shares of Common Stock or units based on shares of Common Stock, as determined by the Committee, in its sole discretion. Each Other Cash-Based Award shall specify a payment amount or payment range as determined by the Committee, in its sole discretion. If the Committee exercises its discretion to establish performance goals, the value of Other Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance goals are met.

 

13.3 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to Other Cash-Based Awards and Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or shares of Common Stock as the Committee determines.

 

14. Change in Control.

 

14.1 Effect of a Change in Control.

 

(a) Notwithstanding anything to the contrary set forth in the Plan, unless otherwise provided by an Award Agreement, upon or in anticipation of any Change in Control, the Committee may, in its sole discretion and without the need for the consent of any Participant, take one or more of the following actions contingent upon the occurrence of that Change in Control (unless the Award is continued after the Change in Control on substantially the same terms as in effect before the Change in Control or on such other terms as are agreed to by the Company and the acquirer): (i) cause any or all outstanding Options and/or Stock Appreciation Rights held by Participants affected by the Change in Control to become vested and immediately exercisable, in whole or in part; (ii) cause restrictions and/or vesting conditions with respect to any or all outstanding Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and any Other Cash-Based Award or Other Stock-Based Award held by a Participant affected by the Change in Control to lapse, in whole or in part; (iii) cancel any Option or Stock Appreciation Right in exchange for a substitute option in a manner consistent with the requirements of Treasury Regulation. §1.424-1(a) or §1.409A-1(b)(5)(v)(D), as applicable (notwithstanding the fact that the original Stock Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option); (iv) cancel any Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Other Cash-Based Awards or Other Stock-Based Awards held by a Participant in exchange for restricted stock, restricted stock units, performance shares of or performance units, or other cash-based or other stock-based awards in respect of the capital stock of any successor corporation; (v) terminate any Award in exchange for the Change in Control Consideration (as defined below); provided, however that if the Change in Control Consideration with respect to any Option or Stock Appreciation Right does not exceed the exercise price of such Option or Stock Appreciation Right, the Committee may cancel the Option or Stock Appreciation Right without payment of any consideration therefor; or (vi) take any other action necessary or appropriate to carry out the terms of any definitive agreement controlling the terms and conditions of the Change in Control. The Committee shall not be required to treat all outstanding Awards held by Participants or all Awards held by a single Participant similarly. For purposes hereof, “Change in Control Consideration” means an amount of cash and/or property equal to the amount, if any, that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the Change in Control. Any such Change in Control Consideration may be subject to any escrow, indemnification and similar obligations, contingencies and encumbrances applicable in connection with the Change in Control to holders of Common Stock. Without limitation of the foregoing, if as of the date of the occurrence of the Change in Control the Committee determines that no amount would have been attained upon the realization of the Participant’s rights, then such Award may be terminated by the Company without payment.

 

 

(b) The Committee may cause the Change in Control Consideration to be subject to vesting conditions (whether or not the same as the vesting conditions applicable to the Award prior to the Change in Control) and/or make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate. The Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same or similar post-closing purchase price adjustments, escrow terms, offset rights, holdback terms and similar conditions as the other holders of Common Stock; and (iii) execute and deliver such documents and instruments as the Committee may reasonably require for the Participant to be bound by such obligations.

 

15. General Provisions.

 

15.1 Award Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or units subject to the Award, the exercise price, base price, or purchase price of the Award, the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of termination of Continuous Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement.

 

15.2 Forfeiture Events/Representations. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of Continuous Service for Cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company. The Committee may also specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance with noncompetition, confidentiality or other restrictive covenants that may apply to the Participant and providing that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment on account of a breach of such representation. Notwithstanding the foregoing, the confidentiality restrictions set forth in an Award Agreement shall not, and shall not be interpreted to, impair a Participant from exercising any legally protected whistleblower rights (including under Rule 21 of the Exchange Act). In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any “clawback” policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing condition.

 

 

15.3 No Assignment or Transfer; Beneficiaries.

 

(a) Awards under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, the Committee may provide in an Award Agreement that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s death. During the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant’s guardian or legal representative. In the event of a Participant’s death, an Award may, to the extent permitted by the Award Agreement, be exercised by the Participant’s beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by the legatee of such Award under the Participant’s will or by the Participant’s estate in accordance with the Participant’s will or the laws of descent and distribution, in each case in the same manner and to the same extent that such Award was exercisable by the Participant on the date of the Participant’s death.

 

(b) Limited Transferability Rights. Notwithstanding anything else in this Section 15.3 to the contrary, the Committee may in its discretion provide in an Award Agreement that an Award in the form of a Nonqualified Stock Option, share-settled Stock Appreciation Right, Restricted Stock, Performance Share or share-settled Other Stock-Based Award may be transferred, on such terms and conditions as the Committee deems appropriate, either (i) by instrument to the Participant’s “Immediate Family” (as defined below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant’s rights shall succeed and be subject to all of the terms of the applicable Award Agreement and the Plan. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

 

 

15.4 Rights as Stockholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued shares of Common Stock covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section 4.3 hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the extent that the Award Agreement provides for dividend payments or dividend equivalent rights.

 

15.5 Employment or Continuous Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person or Participant any right to continue in Continuous Service, or interfere in any way with the right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or Participant for any reason at any time.

 

15.6 Fractional Shares. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting of dividends or dividend equivalents under an Award, the Committee shall have the discretionary authority to (i) disregard such fractional share or unit, (ii) round such fractional share or unit to the nearest lower or higher whole share or unit, or (iii) convert such fractional share or unit into a right to receive a cash payment.

 

15.7 Other Compensation and Benefit Plans. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant is entitled under any other compensation or benefit plan or program of the Company or any Subsidiary, including, without limitation, under any bonus, pension, profit-sharing, life insurance, salary continuation or severance benefits plan, except to the extent specifically provided by the terms of any such plan.

 

15.8 Plan Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s executor, administrator and permitted transferees and beneficiaries. In addition, all obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

 

15.9 Foreign Jurisdictions. The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws of other jurisdictions with respect to Awards that may be subject to such laws, to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws. The terms and conditions of such Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of the Plan, not inconsistent with the intent of the Plan, as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect for any other purpose.

 

 

15.10 No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

 

15.11 Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board or Committee consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the papering of the Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement.

 

15.12 Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of the Participant’s services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an employee of the Company and the employee has a change in status from a full-time employee to a part-time employee) after the date of grant of any Award to the Participant, the Committee has the right in its sole discretion to (i) make a corresponding reduction in the number of shares subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.

 

15.13 Substitute Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction in substitution for awards previously granted by such corporation or entity to such person (“Substitute Awards”). The terms and conditions of the Substitute Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. Any shares of Common Stock subject to these Substitute Awards shall not be counted against any of the maximum share limitations set forth in the Plan; provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the Incentive Stock Option limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward any of the maximum share limitations set forth in the Plan.

 

 

16. Legal Compliance.

 

16.1 Securities Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act, as amended, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares. All Common Stock issued pursuant to the terms of this Plan shall constitute “restricted securities,” as that term is defined in Rule 144 promulgated pursuant to the Securities Act, and may not be transferred except in compliance herewith and with the registration requirements of the Securities Act or an exemption therefrom. Certificates representing Common Stock acquired pursuant to an Award may bear such legend as the Company may consider appropriate under the circumstances. If an Award is made to an Eligible Person who is subject to Chinese jurisdiction, and approval of the Award by China’s State Administration of Foreign Exchange is needed, the Award may be converted to cash or other equivalent amount if and to the extent that such approval is not obtained.

 

16.2 Incentive Arrangement. The Plan is designed to provide an on-going, pecuniary incentive for Participants to produce their best efforts to increase the value of the Company. The Plan is not intended to provide retirement income or to defer the receipt of payments hereunder to the termination of a Participant’s employment or beyond. The Plan is thus intended not to be a pension or welfare benefit plan that is subject to Employee Retirement Income Security Act of 1974 (“ERISA”), and shall be construed accordingly. All interpretations and determinations hereunder shall be made on a basis consistent with the Plan’s status as not an employee benefit plan subject to ERISA.

 

16.3 Unfunded Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

 

 

16.4 Section 409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with the requirements of Section 409A of the Code or an exemption thereto, and the Plan and all Award Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. Notwithstanding anything in the Plan or an Award Agreement to the contrary, in the event that any provision of the Plan or an Award Agreement is determined by the Committee, in its sole discretion, to not comply with the requirements of Section 409A of the Code or an exemption thereto, the Committee shall, in its sole discretion, have the authority to take such actions and to make such interpretations or changes to the Plan or an Award Agreement as the Committee deems necessary, regardless of whether such actions, interpretations, or changes shall adversely affect a Participant, subject to the limitations, if any, of applicable law. If an Award is subject to Section 409A of the Code, any payment made to a Participant who is a “specified employee” of the Company or any Subsidiary shall not be made before the date that is six months after the Participant’s “separation from service” to the extent required to avoid the adverse consequences of Section 409A of the Code. For purposes of this Section 16.4, the terms “separation from service” and “specified employee” shall have the meanings set forth in Section 409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on any Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

 

16.5 Tax Withholding.

 

(a) The Company shall have the power and the right to deduct or withhold, or require a participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan, but in no event shall such deduction or withholding or remittance exceed the minimum statutory withholding requirements unless permitted by the Company and such additional withholding amount will not cause adverse accounting consequences and is permitted under Applicable Law.

 

(b) Subject to such terms and conditions as shall be specified in an Award Agreement, a Participant may, in order to fulfill the withholding obligation, (i) tender previously-acquired shares of Common Stock or have shares of stock withheld from the exercise, provided that the shares have an aggregate Fair Market Value sufficient to satisfy in whole or in part the applicable withholding taxes; and/or (ii) utilize the broker-assisted exercise procedure described in Section 6.5 to satisfy the withholding requirements related to the exercise of a Stock Option.

 

(c) Notwithstanding the foregoing, a Participant may not use shares of Common Stock to satisfy the withholding requirements to the extent that (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would constitute a violation of the provisions of any law or regulation (including the Sarbanes-Oxley Act of 2002), or (iii) such withholding would cause adverse accounting consequences for the Company.

 

 

16.6 No Guarantee of Tax Consequences. Neither the Company, the Board, the Committee nor any other Person make any commitment or guarantee that any federal, state, local or foreign tax treatment will apply or be available to any Participant or any other Person hereunder.

 

16.7 Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

 

16.8 Stock Certificates; Book Entry Form. Notwithstanding any provision of the Plan to the contrary, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, any obligation set forth in the Plan pertaining to the delivery or issuance of stock certificates evidencing shares of Common Stock may be satisfied by having issuance and/or ownership of such shares recorded on the books and records of the Company (or, as applicable, its transfer agent or stock plan administrator).

 

16.9 Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Nevada, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

 

17. Effective Date, Amendment and Termination.

 

17.1 Effective Date. The effective date of the Plan shall be the date on which the Plan is adopted by the Board; provided, however, that Awards of Incentive Stock Options granted under the Plan shall be subject to stockholder approval within twelve months of the date on which the Board adopts the Plan. In the event that stockholders do not approve the Plan within such period, any Incentive Stock Options granted under the Plan shall automatically become Nonqualified Stock Options.

 

17.2 Amendment; Termination. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time and from time to time in such respects as the Board may deem advisable or in the best interests of the Company or any Subsidiary; provided, however, that (a) no such amendment, suspension or termination shall materially and adversely affect the rights of any Participant under any outstanding Awards, without the consent of such Participant, provided that any amendment that disqualifies an Incentive Stock Option for treatment as such shall not be deemed to materially and adversely affect the rights of a Participant and (b) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required. The Plan will continue in effect until terminated in accordance with this Section 17.2; provided, however, that no Award will be granted hereunder on or after the 10th anniversary of the date of the Plan’s initial adoption by the Board (the “Expiration Date”); but provided further, that Awards granted prior to such Expiration Date may extend beyond that date.

 

INITIAL BOARD APPROVAL: September 1, 2023

 

INITIAL STOCKHOLDER APPROVAL: September 1, 2023

 

 

 

Exhibit 10.3

 

SHARE ACQUISITION AGREEMENT

 

THIS SHARE ACQUISITION AGREEMENT (this “Agreement”), is made and entered into as of June 30, 2022, by and among WebSafety, Inc., a Nevada corporation (“WBSI”), Metalanguage Corp., a Nevada corporation (the “Company”), and the sole shareholder of the Company set forth on the signature page of this Agreement (the “Shareholder”; and collectively with the Company and WBSI, the “Parties”; and each a “Party”), with reference to the following facts:

 

RECITALS

 

A. WHEREAS, Company is a privately held corporation engaged in the business of creation of artificial intelligence software for various business markets;

 

B. WHEREAS, the Shareholder owns all of the issued and outstanding shares of common stock of the Company (the “Company Shares”);

 

C. WHEREAS, WBSI desires to acquire all of the Company Shares and the Shareholder desires to exchange the Company Shares for Series B-1 Convertible Preferred Shares of WBSI (as more specifically detailed in Section 1.2 below);

 

D. WHEREAS, the Parties have determined it to be in their best interest for WBSI to issue its WBSI shares under the exemption made available pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”);

 

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

 

ARTICLE I

 

EXCHANGE OF THE SHARES AND CONSIDERATION

 

1.1 Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof, the Shareholder shall sell, assign, transfer and deliver to WBSI all of the Company Shares.

 

1.2 Consideration. Subject to the terms and conditions of this Agreement and in consideration of the sale, assignment, transfer and delivery of the Company Shares to WBSI, at the Closing WBSI shall issue, sell and deliver to the Shareholder 2,727,273 shares of WBSI Series B-1 Convertible Preferred stock, in exchange for the Company Shares (the shares of Series B-1 Convertible Preferred Shares of WBSI, sold and delivered to the Shareholder hereunder are hereinafter referred to as the “WBSI Shares”).

 

 

ARTICLE II

 

CLOSING

 

2.1 Time and Place. Subject to the provisions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Rowland W. Day II, Esq., on the date which each Party delivers to the other a countersigned copy of this Agreement (the “Closing Date”) or at such other date as is mutually agreed upon in writing by WBSI and the Company.

 

ARTICLE III CLOSING DELIVERIES

 

3.1 Closing Deliveries. At the Closing, each of the Parties shall make the Closing deliveries required of it pursuant to Article IX of this Agreement.

 

ARTICLE IV

 

REPRESENTATIONS AND WARRANTIES OF COMPANY

 

Except as set forth in the written disclosure schedule attached hereto as Exhibit A dated as of the date hereof prepared by the Company, signed by the President and Chief Financial Officer of the Company and delivered to WBSI simultaneously with the execution hereof (the “Company Disclosure Schedule”), the Company represents and warrants to WBSI that all of the statements contained in this Article IV are true and correct as of the date of this Agreement (or, if made as of a specified date, as of such date) and will be true, complete and correct as of the Closing Date (or if made as of a specified date, as of such date). Each exception set forth in the Disclosure Schedule and each other response to this Agreement set forth in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement and relates only to such section except to the extent that one portion of the Disclosure Schedule specifically refers to another portion thereof, identifying such other portion by section reference or similar specific cross-reference.

 

4.1 Organization and Qualification.

 

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Wyoming and has the requisite corporate power and authority to carry on its business as it is now being conducted. There is no pending or threatened proceeding for the dissolution or liquidation of the Company.

 

(b) Except as described in Section 4.1 of the Company Disclosure Schedule, the Company (i) does not, directly or indirectly, own any interest in any corporation, partnership, joint venture, limited liability company, or other Person and (ii) is not subject to any obligation or requirement to provide funds to or to make any investment (in the form of a loan, capital contribution or otherwise) in or to any Person. For purposes of this Agreement, “Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, government, entity or any group comprised of one or more of the foregoing.

 

 

(c) The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it makes such qualification or licensing necessary, except for any such jurisdiction where the failure to so qualify or be licensed, individually and in the aggregate for all such jurisdictions, would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” means an action, event or occurrence if it has, or could reasonably be expected to have, a material adverse effect on the capitalization, financial condition or results of operations of the person or entity in question. Any item or event susceptible of measurement in monetary terms which, when considered together with similar items or events, does not exceed the amount of $10,000, shall not be considered a Material Adverse Effect.

 

(d) The Company has provided or will, promptly following the date of this Agreement, provide to WBSI complete and accurate copies of the Articles of Incorporation and Bylaws of the Company, as currently in effect, and minutes and other records of the meetings and other proceedings of the Board of Directors and shareholder(s) of the Company. The Company is not violation of any provisions of its Articles of Incorporation or Bylaws.

 

4.2 Capitalization.

 

(a) The authorized capital stock of Company consists of 10,000,000 shares of Common Stock, $0.001 par value per share, 100,000 shares of Preferred Stock, $0.001 par value per share. The issued and outstanding capital stock consists of 1,000 common shares (“Company Common Stock”). All issued and outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and nonassessable and free of preemptive rights. Other than the Company Common Stock, (i) there are no shares of capital stock or other equity securities of the Company outstanding and, (ii) there are no outstanding options, warrants, subscription rights (including any preemptive rights), calls, or commitments, or convertible notes or instruments of any character whatsoever to which the Company is a party or is bound, requiring or which could require the issuance, sale or transfer by the Company of any shares of capital stock of the Company or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of capital stock of the Company. There are no stock appreciation, phantom stock or similar rights relating to the Company.

 

(b) All of the shares of Company Common Stock issued and outstanding immediately prior to the Closing have been issued in compliance with applicable national, regional and local securities laws in reliance on exemptions from registration or qualification thereunder.

 

4.3 Authority. The Company has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

 

 

4.4 No Conflict, Required Filings and Consents.

 

(a) The execution and delivery of this Agreement and any instrument required hereby to be executed and delivered by the Company at the Closing does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Articles of Incorporation or Bylaws of the Company; or (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any of its properties is bound or affected; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair in any material respect the Company’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of any note, bond, mortgage, indenture, deed of trust, lease, permit, concession, franchise, license, agreement or other instrument or obligation to which the Company is a party or to which the properties or assets of the Company are subject, or (iv) result in the creation of any security interest, lien, claim, pledge, agreement, limitation on voting rights, charge or other encumbrance of any material nature (collectively, “Liens”) on any of the properties or assets of the Company pursuant to any Company Agreement (as defined in Section 4.9 below).

 

(b) The execution and delivery of this Agreement and any instrument required hereby to be executed and delivered by the Company at the Closing does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative or regulatory agency or commission or other governmental authority or instrumentality (whether domestic or foreign, a “Governmental Entity”).

 

(c) The consent of, or the delivery of notice to or filing with, any party to a Company Agreement (as defined in Section 4.9 below) is not required for the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated by this Agreement.

 

4.5 Compliance; Permits.

 

(a) The Company is not in conflict with, or in default or violation of (and has not received any notices of violation. with respect to), any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any of its properties is bound or affected, and the Company has no knowledge of any such conflict, default or violation thereunder, except in each case for any such conflicts, defaults or violations that is not currently having or would not have a Material Adverse Effect on the Company.

 

(b) The Company holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material to the operation of the business of the Company as it is now being conducted (collectively, the “Company Permits”). The Company Permits are in full force and effect, have not been violated in any respect that is currently having or would have a Material Adverse Effect on the Company, and no suspension, revocation or cancellation thereof has been threatened and there is no action, proceeding or investigation pending or, to the Company’s knowledge, threatened regarding suspension, revocation or cancellation of any Company Permits, except where the suspension, revocation or cancellation of such Company Permits would not have a Material Adverse Effect on the Company.

 

 

4.6 Litigation. There are no legal actions (a) pending or, to the knowledge of the Company, threatened against the Company, its assets, or the transactions contemplated by this Agreement or (b) pending or, to the knowledge of the Company, threatened against any current employee, officer or director of the Company that in any way relates to the Company, its assets or the transactions contemplated by this Agreement. The Company is not subject to any order, judgment, writ, injunction or decree of any Governmental Entity.

 

4.7 Taxes. The Company has timely filed all tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a governmental entity having authority to do so) (“Company Tax Return”). Each such Company Tax Return is true, correct and complete in all material respects. Company has paid, within the time and manner prescribed by law, all material taxes that are due and payable. No Company Tax Return is the subject of any investigation, audit or other proceeding by any federal, state or local tax authority.

 

4.8 Financial Statements. The Parties acknowledge that the Company was incorporated on June 30, 2022, the Company’s operations since inception have been minimal, and financial statements have not yet been prepared on behalf of the Company.

 

4.9 Contracts and Commitments.

 

(a) Except for the contracts, commitments, leases, licenses and agreements listed on Section 4.9 of the Company Disclosure Schedule (the “Company Agreements”), the Company is not party to or subject to:

 

(i) any agreement (or group of related agreements) which requires future expenditures by the Company in excess of $10,000 or is otherwise material to the Company’s business;

 

(ii) any material contract or agreement for the purchase or sale of any commodity, product, material, supplies, equipment or other personal property, other than purchase or sale orders entered into in the ordinary course of business consistent with past practices;

 

(iii) any employment, consulting or independent contractor agreements;

 

(iv) any distributor, sales representative, sales agent, commission or similar agreement, whether or not in writing;

 

(v) any material license agreement (whether as licensor or licensee) or royalty agreement;

 

(vi) any agreement with any current or former stockholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person;

 

 

(vii) any agreement or other commitment with any person or entity containing covenants limiting the freedom of the Company or any of the Company’s affiliates, employees, directors, officers, consultants or agents to compete in any line of business or with any person or entity or in any geographical location or to use or disclose any information in their possession;

 

(viii) any loan agreement, indenture, note, bond, debenture, guarantee or any other document or agreement evidencing a capitalized lease obligation or indebtedness to any person or any agreement of guaranty, indemnification or other similar commitment with respect to the obligations or liabilities of any other Person;

 

(ix) any agreement for the disposition of Company assets other than in the ordinary course of business consistent with past practices;

 

(x) any agreement for the acquisition of the business or shares of another party (except repurchase rights in favor of the Company for shares of Company common stock owned by any employee, officer, director, consultant, or advisor to the Company);

 

(xi) any contract or agreement concerning a partnership or joint venture with one or more Person;

 

(xii) any lease of real property;

 

(xiii) any agreement which contains a fixed penalty or liquidated damages clause for late performance or other default by the Company to the extent that such late performance or default would have a Material Adverse Effect on the Company; or

 

(xiv) any other agreement or contract (or group of related agreements or contracts) to the extent not otherwise disclosed in the Company Disclosure Schedule, the performance of which involves consideration paid by the Company in excess of $10,000 in any one-year period.

 

(b) Correct and complete copies of all Company Agreements, including all amendments thereto, have been delivered to WBSI. The Company has not breached, is not in default under, and has not received written notice of any breach of or default under, any agreement required to be disclosed in Section 4.9 of the Company Disclosure Schedule (each, a “Material Contract”). To the Company’s knowledge, no other party to any Material Contract has breached or is in default of any of its obligations thereunder to the extent that such breach or default would have a Material Adverse Effect on the Company. Each Material Contract is in full force and effect, except in any such case for breaches, defaults or failures to be in full force and effect that do not currently have or would not have a Material Adverse Effect on the Company. Each Material Contract is a legal, valid and binding obligation of the Company and each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity.

 

 

(c) The consent of, or the delivery of notice to or filing with, any party to a Material Contract is not required for the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated under the Agreement.

 

4.10 Absence of Certain Changes and Events. Since the Company’s inception, the Company has conducted its business in the ordinary course consistent with past practice and, since such date, there has not occurred:

 

(a) any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the Company or its assets;

 

(b) any entry by the Company into a commitment or transaction material to the Company, which is not in the ordinary course of business consistent with past practice;

 

(c) any change by the Company in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP;

 

(d) any declaration, payment or setting aside for payment of any dividends or distributions in respect to shares of Company Common Stock, or any redemption, purchase or other acquisition of any shares of Company Common Stock;

 

(e) any cancellation of any debts or waiver or release of any right or claim of the Company individually or in the aggregate material to the Company, whether or not in the ordinary course of business;

 

(f) any revaluations by the Company of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable;

 

(g) any material increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit- sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Company Balance Sheet;

 

(h) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than in connection with the transactions contemplated hereby;

 

(i) any purchase, acquisition or sale by the Company of any assets, other than in the ordinary course of business;

 

 

(j) any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or other instrument to which the Company is a party or to which the Company or any of the assets of the Company is bound;

 

(k) any failure to pay when due any material obligation of the Company;

 

(l) any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the Company the goodwill of its customers and others having business relations with the Company except for such failures that would not have a Material Adverse Effect on the Company;

 

(m) any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $10,000 individually or $25,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Company’s business consistent with past practices);

 

(n) any liabilities incurred by the Company involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices;

 

(o) any payment, discharge or satisfaction of any material liabilities of the Company or any material capital expenditure of the Company, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior practice of liabilities reflected or reserved against in the Financial Statements or incurred in the ordinary course of business consistent with prior practice since the Company’s inception, and (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate;

 

(p) any amendment of the Company’s Articles of Incorporation or Company Bylaws; or

 

(q) any agreement by the Company to do any of the things described in the preceding clauses (a) through (p) of this Section 4.10, other than as expressly contemplated or provided for in this Agreement.

 

4.11 Properties, Assets, Encumbrances; No Undisclosed Liabilities.

 

(a) The Company has good, valid and marketable title to, a valid leasehold interest in, or valid license rights to, all the properties and assets which it purports to own, lease or license (real, personal and mixed, tangible and intangible), including, without, limitation, all the properties and assets reflected in the Company Balance Sheet (except for personal property sold since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice), except as would not have a Material Adverse Effect on the Company, and such properties and assets are all of the assets (whether tangible or intangible) that are used or required for use in the operation of its business as currently or proposed to be conducted. All properties and assets reflected in the Company Balance Sheet are free and clear of all Liens, except for Liens reflected on the Company Balance Sheet and Liens for current taxes not yet due and other Liens that do not, individually or in the aggregate, materially detract from the value or impair the use of the property or assets subject thereto. Section 4.11 of the Company Disclosure Schedule contains a complete and accurate list of all leases pursuant to which the Company leases from others material amounts of real or personal property. Each such lease is in good standing, valid and effective in accordance with its terms, and there is not under any such lease, any existing material default or event of default (or event which with the giving of notice or lapse of time, or both, would constitute a material default).

 

 

(b) There are no liabilities of the Company, other than (i) liabilities disclosed or provided for in the Company Balance Sheet, or (ii) liabilities incurred in the ordinary course of business since the date of the Company Balance Sheet and which, if existing, would not have a Material Adverse Effect on the Company. There is no probable or reasonably possible loss contingency (within the meaning of Statement of Financial Accounting Standards No. 5) known to the Company which is not reflected in the Financial Statements (including the notes thereto).

 

4.12 Intellectual Property.

 

(a) “Intellectual Property” is defined as all intellectual property in which Company has any right, title, or interest (including a licensed right other than rights to licensed software that is generally commercially available) or which has been, is being, or is expected to be used, exploited, or commercialized by Company in the conduct of its business, including but not limited to all “Patents” (hereinafter defined), all “Marks” (hereinafter defined), all “Copyrights” (hereinafter defined), and all “Confidential Information” (hereinafter defined).

 

(1) “Patents” is defined to include all concepts, ideas, designs, formulas, inventions (whether patentable or not), techniques, all U.S. and foreign patent applications, and all U.S. and foreign patents.

 

(2) “Marks” is defined to include all words, names, logos, symbols, trade names, source indicating indicia, trade dress, trademarks, marks, U.S. and foreign applications to register marks, and U.S. and foreign registrations.

 

(3) “Copyrights” is defined to include all copyrights, U.S. and foreign, whether registered or not, all copyright applications, all copyright registrations, including but not limited to the copyrights in Company’s business documents and files, customer documents and files, software, product designs and packaging, advertising, promotional material, and software products (whether developed or in development).

 

(4) “Confidential Information” is defined to include, but not limited to, confidential information, financial information, business trade secrets, marketing information, financial and technical trade secrets, techniques, processes, and know-how.

 

(b) Section 4.12(b) of the Company Disclosure Schedule and the Technology Assignment Agreement entered into between the Shareholder and the Company contains a complete and accurate list and description of (i) Intellectual Property which is material to the business of the Company; (ii) all patent applications, issued patents, trademark applications, trademark registrations, copyright applications, and copyright registrations, (iii) all licenses of Intellectual Property to the Company (other than licensed software that is generally commercially available) which are material to the business of Company; and (iv) all licenses and other agreements, written or not, from the Company to any third party granting any rights or interests in the Intellectual Property.

 

 

(c) Except as set forth in Section 4.12(c) of the Company Disclosure Schedule:

 

(1) Company is the sole owner, free and clear of any Lien or encumbrance, and without the payment of any monies or royalty except with respect to off-the- shelf software, of the Intellectual Property;

 

(2) Company has taken, and will continue to take, all actions which are necessary or advisable to acquire and protect the Intellectual Property, consistent with prudent commercial practices;

 

(3) Company’s rights in the Intellectual Property are valid and enforceable;

 

(4) Company has received no demand, claim, notice or inquiry from any person in respect of the Intellectual Property which challenges, threatens to challenge or inquires as to whether there is any basis to challenge, the validity of, the rights of the Company in, or the right of the Company to use, any such Intellectual Property, and the Company knows of no basis for any such challenge;

 

(5) Company is not in violation or infringement of, and has not violated or infringed, any proprietary rights of any other person;

 

(6) no person has or is infringing, misappropriating, or making unauthorized use of any Intellectual Property;

 

(7) except on an arm’s-length basis for value and other commercially reasonable terms, the Company has not licensed, consented or acquiesced to the taking or use of any Intellectual Property by any person;

 

(8) all Marks and Copyrights which are material to the business of the Company were either (a) authored by regular employees of Company within the scope of their employment and Company was thus the original author pursuant to the work made for hire doctrine, or (b) authored by independent contractors subject to enforceable non-disclosure and assignment agreements;

 

(9) the execution and consummation of this Agreement will not adversely impair or impact the value of or WBSI’s future enjoyment and exploitation of the Intellectual Property;

 

(10) all current or former Company personnel, including partners, directors, officers, employees, agents, consultants and contractors, who have contributed to or participated in the conception, creation, or development of any Intellectual Property have executed effective and proper agreements containing non-disclosure and assignment provisions for the benefit of Company. True and complete copies of these agreements have been delivered to WBSI. After giving effect to the transactions contemplated herein, no current or former personnel of Company will possess any right, title or interest in the Intellectual Property; and

 

 

(11) Company is not in breach or violation of any agreement relating to any Intellectual Property which would materially impair Company’s rights, title, or interest in the Intellectual Property or agreement.

 

4.13 Insurance. Section 4.13 of the Company Disclosure Schedule contains a true, accurate and complete list of all policies or binders of fire, liability, title, workers’ compensation and other forms of insurance (showing as to each policy or binder the carrier, policy number, coverage limits, expiration dates, annual premiums and a general description of the type of coverage provided) maintained by the Company on the business, assets or personnel of the Company. All of such policies are sufficient for compliance with all requirements of all contracts to which the Company is a party and all state, federal, local or foreign laws, rules and regulations applicable to the Company. The Company has paid all premiums due on such insurance policies and is in compliance with and not in default under any of such policies or binders. The Company has not failed to give any notice or to present any claim under any such policy or binder in a due and timely fashion when the effect of such default or such failure would be to render a material claim uninsured. The Company has not received any notice from any insurer advising of reduced coverage or increased premiums on existing policies or binders. There are no outstanding unpaid claims under any such policies or binders. Such policies and binders are in full force and effect, and the Company has delivered true and correct copies of such policies and binders to WBSI.

 

4.14 Equipment. All of the tangible personal property of the Company that is material, either individually or in the aggregate, to the operation of the Company’s business is in good working order, operating condition and state of repair, ordinary wear and tear excepted.

 

4.15 Interested Party Transactions. No stockholder, officer or director of the Company, or any person with whom any such stockholder, officer or director has any direct or indirect relation by blood, marriage or adoption, or any entity in which any such person owns any beneficial interest (other than a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than 1% of the stock of which is beneficially owned by all of such persons), has any interest in (i) to the Company’s knowledge, any contract, arrangement or understanding with, or relating to, the business or operations of the Company that could reasonably be expected to result in a liability or obligation of the Company, (ii) any loan, arrangement, understanding, agreement or contract for or relating to indebtedness with the Company, (iii) any material property (real, personal or mixed), tangible or intangible, used or currently intended to be used in the business or operations of the Company, (iv) to the Company’s knowledge, any business or entity that competes with the Company, or (v) to the Company’s knowledge, any other transaction that would be required to be reported as a Certain Relationship or Related Transaction, pursuant to Item 404, or any other provisions of, Regulation S-K promulgated by the SEC.

 

4.16 Change of Control Agreements. The Company has no plans, programs or agreements to which it is a party, or to which it is subject, pursuant to which payments (or acceleration of benefits) may be required upon, or may become payable directly or indirectly as a result of, any change of control of the Company.

 

 

4.17 Books and Records. The books of account, minute books (including, without limitation, all actions of the shareholder(s) of the Company, the board of directors of the Company and all committees of the board of directors of the Company) stock record books and other records of the Company are complete and correct in all material respects and have been maintained in accordance with sound business practices, including an adequate system of internal controls, except for such failures with respect thereto as do not have a Material Adverse Effect on the Company.

 

4.18 Brokers. Except as described in Section 4.18 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or the Shareholder.

 

4.19 Disclosure. The representations and warranties of the Company herein, or in any document, exhibit, statement, certificate or schedule furnished by or on behalf of the Company to WBSI as required by this Agreement, do not contain and will not contain any untrue statement of a material fact and do not omit and will not omit to state any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. There are no material facts or circumstances relating to the Company which have not been disclosed herein to WBSI.

 

ARTICLE V

 

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

 

Except as set forth in the disclosure schedule attached hereto as Exhibit B (the “Shareholder Disclosure Schedule”), Shareholder, by virtue of signing this Agreement, represents and warrants to WBSI that the statements contained in this Article V are true, correct and complete as of the date of this Agreement (or, if made as of a specified date, as of such date) and will be true, correct and complete as of the Closing Date (or, if made as of a specified date, as of such date).

 

5.1 Ownership of Shares. The Shareholder is the sole record and beneficial owner of the Company Shares and has no other ownership interest or right to acquire any shares of capital stock of the Company or securities convertible into capital stock of the Company. Shareholder’s shares of Company Common Stock are not subject to any encumbrance, any rights of first refusal of any kind, options, preemptive rights, voting arrangements or other rights of third parties to acquire any of such shares. The Shareholder has good and valid title to, and has the unrestricted (except for restrictions imposed generally under applicable federal and state securities laws) right to transfer and sell Shareholder’s shares of Company Common Stock to WBSI in accordance with the terms of this Agreement.

 

5.2 Authority. The Shareholder has the power and authority to enter into and to perform his obligations under this Agreement and each of the agreements, certificates and documents required to be delivered by Shareholder pursuant to the terms of this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Shareholder. The Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable against Shareholder in accordance with its terms, subject to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

 

 

5.3 Conflicts. Neither the execution and delivery by the Shareholder of this Agreement nor the performance by Shareholder of his obligations hereunder will conflict with any contract, agreement or arrangement (whether or not in writing) to which Shareholder is a party or any law, rule, regulation, order or injunction applicable to Shareholder. There are no legal proceedings pending or, to the best knowledge of the Shareholder, threatened against Shareholder that would prevent the consummation of the transactions contemplated by this Agreement. No consent, notice or approval is required of any person in connection with Shareholder’s execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

 

5.4 Investment Representations.

 

(a) Disclosure of Information. The Shareholder has had an opportunity to ask questions and receive answers from WBSI’s management regarding the business, properties, prospects and financial condition of WBSI. The Shareholder is aware of the risks of investing in WBSI and of holding securities in companies whose stock is traded on the OTCMarkets.

 

(b) Accredited Investor. Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Shareholder is experienced in evaluating and investing in securities of companies in a similar stage of development to WBSI and has sufficient knowledge and experience in financial and business matters to assess the relative merits and risks of an investment in WBSI, and can bear the economic risk of this investment.

 

(c) Purchase Entirely for Own Account. This Agreement is made with the Company and Shareholder in part in reliance upon the Shareholder’s representation to WBSI, which by the Shareholder’s execution of this Agreement Shareholder hereby confirms, that the WBSI Shares to be acquired by the Shareholder will be acquired for investment for the Shareholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof (other than in accordance with applicable securities laws), and that Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same except to an entity which is owned or controlled by the Shareholder and which is an accredited investor. By executing this Agreement, the Shareholder further represents that he does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the WBSI Shares.

 

(d) Limited Public Market. The Shareholder understands that a liquid public market does not now exist for any of the WBSI Common Stock and that WBSI has not made any assurances that a liquid public market will ever exist for the WBSI Common Stock.

 

 

5.5 Restricted Securities. The Shareholder understands that the WBSI Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein. The Shareholder understands that the WBSI Shares to be received by Shareholder are “restricted securities” under applicable U.S. federal and state securities laws and regulations, and that pursuant to these laws, the Shareholder must hold the WBSI Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities or an exemption from such registration and qualification requirements is available. The Shareholder acknowledges that WBSI has no obligation to register or qualify the WBSI Shares for resale. The Shareholder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the WBSI Shares, and requirements relating to WBSI which are outside of the Shareholder’s control and which WBSI is under no obligation, and may not be able, to satisfy.

 

5.6 Legends. It is understood that the WBSI Shares, and any securities issued in respect thereof or exchange therefor, may bear the following legend or a legend of similar import and any legend required by the Blue Sky laws of any state of the United States to the extent such laws are applicable to the shares represented by the certificate so legended:

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE DISTRIBUTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS.”

 

ARTICLE VI

 

REPRESENTATIONS AND WARRANTIES OF WBSI

 

Except as set forth in the written disclosure schedule attached hereto as Exhibit C (the “WBSI Disclosure Schedule”), WBSI represents and warrants to the Company and the Shareholder that the statements contained in this Article VI are true, correct and complete as of the date of this Agreement (or if made as of a specified date, as of such date) and will be true, correct and complete as of the Closing Date (or, if made as of a specified date, as of such date).

 

6.1 Organization and Qualification.

 

(a) WBSI is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and has the requisite corporate power and authority to carry on its business as it is now being conducted.

 

(b) WBSI (i) does not, directly or indirectly, own any interest in any corporation, partnership, joint venture, limited liability company, or other Person and (ii) is not subject to any obligation or requirement to provide funds to or to make any investment (in the form of a loan, capital contribution or otherwise) in or to any Person.

 

 

(c) WBSI is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it makes such qualification or licensing necessary, except for any such jurisdiction where the failure to so qualify or be licensed, individually and in the aggregate for all such jurisdictions, would not reasonably be expected to have a Material Adverse Effect.

 

(d) WBSI has provided or will, promptly following the date of this Agreement, provide to Company complete and accurate copies of the Articles of Incorporation and Bylaws of WBSI, as currently in effect, and minutes and other records of the meetings and other proceedings of the Board of Directors and shareholders of WBSI. WBSI is not in violation of any provisions of its Articles of Incorporation or Bylaws.

 

6.2 Capitalization. The authorized capital stock of WBSI consists of (i) 500,000,000 shares of WBSI Common Stock, $0.001 par value per share, and (ii) 50,000,000 shares of preferred stock, $0.001 par value per share. Immediately prior to the Closing, the issued and outstanding capital stock of WBSI will consist of (i) 21,757,340 shares of WBSI Common Stock and (ii) 4,311,778 shares of preferred stock, subject to adjustment. All issued and outstanding shares of WBSI Common Stock and Preferred Stock are validly issued and outstanding, fully paid and nonassessable and free of preemptive rights. Section 6.2 of the WBSI Disclosure Schedule lists (1) the pre-Closing authorized shares of WBSI (by Series), (2) the pre-Closing outstanding common and preferred shares of WBSI, and (3) the post-Closing outstanding common and preferred shares of WBSI. Section 6.2 of the WBSI Disclosure Schedule does not list the common and preferred shares that may be issued to cancel or satisfy outstanding debts or obligations of WBSI.

 

6.3 Authority.

 

(a) WBSI has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by WBSI and the consummation by WBSI of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of WBSI. This Agreement has been duly executed and delivered by WBSI and constitutes a legal, valid and binding obligation of WBSI, enforceable against it in accordance with its terms.

 

(b) The execution and delivery by WBSI of this Agreement does not, and the consummation of the transactions contemplated thereby will not, (i) conflict with, or result in a violation of, any provision of the Articles of Incorporation or Bylaws of WBSI, (ii) constitute or result in a breach of or default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any obligation or a loss of a benefit under, any note, bond, mortgage, indenture, deed of trust, lease, permit, concession, franchise, license, agreement or other instrument or obligation to which WBSI is a party or to which the properties or assets of WBSI are subject, (iii) create any Lien upon any of the properties or assets of WBSI, or (iv) constitute, or result in, a violation of any law applicable to WBSI or any of the properties or assets of WBSI.

 

 

(c) No consent, approval, order or authorization of, notice to, registration or filing with any governmental authority or other person is necessary in connection with the execution and delivery of this Agreement by WBSI or the consummation by WBSI of the transactions contemplated by this Agreement, except for (i) the filing of a Form D in connection with the issuance of the WBSI Shares to the Shareholder hereunder, and if required (ii) the filing of a current report on form 8-K with the Securities and Exchange Commission (the “SEC”) announcing completion of the transactions contemplated by this Agreement.

 

6.4 OTCMarkets Filings; Financial Statements.

 

(a) WBSI has filed and made available to the Company all forms, reports, schedules, statements and other documents required to be filed by WBSI by the OTCMarkets up to March 31, 2022 (collectively, the “OTC Reports”). The OTC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the OTCMarkets, and (ii) with respect to any OTC Reports filed on or after March 31, 2022, did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in OTC Reports or necessary in order to make the statements in such OTC Reports, in light of the circumstances under which they were made, not misleading.

 

(b) Each of the financial statements (including, in each case, any related notes), contained in the OTC Reports, including any OTC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements, was prepared on a consistent basis throughout the periods involved and fairly presented the financial position of WBSI as at the respective dates and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

 

(c) Between December 31, 2021 and the date hereof, except as disclosed in the OTC Reports and other than as contemplated by this Agreement, there has not been any change in the business or operations of WBSI that has had or reasonably would be expected to have a Material Adverse Effect on WBSI.

 

6.5 Litigation. There are no legal actions (a) pending or, to the knowledge of WBSI, threatened against WBSI or the transactions contemplated by this Agreement or (b) pending or, to the knowledge of WBSI, threatened against any current employee, officer or director of WBSI that, in any way relates to WBSI. WBSI is not subject to any order, judgment, writ, injunction or decree of any governmental authority.

 

6.6 Taxes. WBSI has not timely filed its Federal and State tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a governmental entity having authority to do so) (“WBSI Tax Return”). Each filed WBSI Tax Return is true, correct and complete in all material respects. Within ninety (90) days of the Closing, WBSI will take commercially reasonable steps to file any Federal and State tax returns and pay all material taxes that are due and payable. No WBSI Tax Return is the subject of any investigation, audit or other proceeding by any federal, state or local tax authority.

 

 

6.7 No Employees; Labor Matters. Other than officers of WBSI, WBSI has no employees. No unfair labor practice, or race, sex, age, disability or other discrimination, complaint is pending, nor is any such complaint, to the knowledge of WBSI, threatened against WBSI before the National Labor Relations Board, Equal Employment Opportunity Commission or any other governmental authority, and no grievance is pending, nor is any grievance, to the knowledge of WBSI, threatened against WBSI.

 

6.8 Contracts and Commitments.

 

(a) Except for this Agreement, the agreements and transactions specifically contemplated by this Agreement, and as set forth in Section 6.8 of the WBSI Disclosure Schedule, WBSI is not a party to or subject to:

 

(i) any agreement or other commitments requiring any payments or performance of services by WBSI except for the performance of services required as a public company;

 

(ii) any agreement or other commitments containing covenants limiting the freedom of WBSI to compete in any line of business or with any Person or in any geographic location or to use or disclose any information in its possession;

 

(iii) any license agreement (as licensor or licensee) or royalty agreement;

 

(iv) any agreement of indemnification, other than indemnification rights granted in the Bylaws or Articles of Incorporation of WBSI;

 

(v) any agreement or undertaking pursuant to which WBSI is: (A) borrowing or is entitled to borrow any money; (B) lending or has committed itself to lend any money; or (C) a guarantor or surety with respect to the obligations of any Person; and

 

(vi) any leases of real property.

 

(b) Except for the accounts payable which are disclosed in Section 6.8 of the WBSI Disclosure Schedule, WBSI is not in violation or breach of any material contract to which it is a party, and there does not exist any event or condition that, after notice or lapse of time or both, would constitute an event of default or breach under any material contract on the part of WBSI or, to the knowledge of WBSI, any other party thereto or would permit the modification, cancellation or termination of any material contract or result in the creation of any lien upon, or any person acquiring any right to acquire, any assets of WBSI. Except for the accounts payable which are disclosed in Section 6.8 of the WBSI Disclosure Schedule, WBSI has not received in writing any claim or threat that WBSI has breached any of the terms and conditions of any material contract.

 

(c) The consent of, or the delivery of notice to or filing with, any party to a material contract to which WBSI is a party is not required for the execution and delivery by WBSI of this Agreement or the consummation of the transactions contemplated under the Agreement.

 

 

6.9 Brokers. Except as described in Section 6.9 of the WBSI Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of WBSI.

 

6.10 Disclosure. The representations and warranties of WBSI herein do not contain and will not contain any untrue statement of a material fact and do not omit and will not omit to state any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. There are no material facts or circumstances relating to WBSI which have not been disclosed to Company herein.

 

ARTICLE VII

 

PRE-CLOSING COVENANTS

 

7.1 Operation of WBSI.

 

(a) Except as otherwise specifically provided in this Agreement, between the date of this Agreement and the Closing Date, WBSI shall:

 

(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;

 

(ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices, except to the extent accounts payable are identified in Section 6.8 of the WBSI Disclosure Schedule and/or except as disputed in good faith;

 

(iii) conduct its business in the ordinary course consistent with past practices, or as required by this Agreement;

 

(iv) pay all taxes and file all outstanding WBSI Tax Returns on or before the Closing Date except to the extent disputed in good faith;

 

(v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date);

 

(vi) withhold all taxes required to be withheld and remitted by or on behalf of WBSI in connection with amounts paid or owing to any WBSI personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose;

 

(vii) make all required filings on a timely basis with the OTC Markets or any other state, federal or local regulatory body, including, without limitation, making all filings, on a timely basis so as to maintain WBSI’s status on the OTC Markets; and

 

 

(viii) comply with the minimum listing requirements of, and take all steps reasonably necessary to maintain WBSI’s listing on, the OTC Markets.

 

(b) Without the prior written consent of the Company and except as contemplated by this Agreement, between the date of this Agreement and the Closing Date (or termination of this Agreement), WBSI shall not:

 

(i) grant any increase in the compensation payable, or to become payable, to any WBSI personnel or enter into any bonus, insurance, pension, severance, change-in-control or other benefit plan, payment, agreement or arrangement for or with any WBSI personnel, except as consistent with past practices in the ordinary course of business;

 

(ii) borrow or agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to WBSI;

 

(iii) except as specifically contemplated by this Agreement, enter into any material agreement, contract, lease or other commitment;

 

(iv) place a lien on any of the assets of WBSI;

 

(v) except as specifically contemplated by this Agreement, cancel, discount or otherwise compromise any material indebtedness owing to WBSI or any claims which WBSI may possess or waive any rights of material value;

 

(vi) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment;

 

(vii) violate any law or governmental approval, including, without limitation any federal or state securities laws;

 

(viii) make any loan, advance, distribution or payment of any type or to any Person other than as specifically contemplated by this Agreement;

 

(ix) amend its Articles of Incorporation or Bylaws except as contemplated by, and to complete the terms of, this Agreement;

 

(x) merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business;

 

(xi) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; or

 

(xii) take any action or series of actions that results in or is likely to result in (i) the delisting of the WBSI Common Stock from trading on the OTC Markets.

 

 

7.2 Operation of Company.

 

(a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall:

 

(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;

 

(ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith;

 

(iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement;

 

(iv) pay all taxes and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith;

 

(v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and

 

(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose.

 

(b) Without the prior written consent of WBSI, between the date of this Agreement and the Closing Date (or termination of this Agreement), the Company shall not:

 

(i) except contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company;

 

(ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

 

(iii) enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts;

 

(iv) transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice;

 

 

(v) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property;

 

(vi) adopt or amend any employee benefit or stock purchase or option plan;

 

(vii) except as may be required or reasonably necessary in order to complete the transactions contemplated by this Agreement, agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Company;

 

(viii) place or allow to be placed a lien or encumbrance on any of the assets of the Company;

 

(ix) pay, discharge or satisfy in an amount in excess of $5,000 in any one case or $15,000 in the aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Company’s financial statements;

 

(x) make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice;

 

(xi) materially reduce the amount of any material insurance coverage provided by existing insurance policies;

 

(xii) terminate or waive any right of substantial value;

 

(xiii) commence a lawsuit other than (1) for the routine collection of bills, (2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with WBSI prior to the filing of such a suit, or (3) for a breach of this Agreement;

 

(xiv) sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its business, except in the ordinary course of business consistent with past practice;

 

(xv) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment to which the Company is party;

 

(xvi) violate any law or governmental approval, including, without limitation any federal or state securities laws;

 

(xvii) make any loan, advance, distribution or payment of any type or to any Person other than as contemplated by this Agreement;

 

 

(xviii) amend its Articles of Incorporation or Bylaws;

 

(xix) except as contemplated by this Agreement, consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business;

 

(xx) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices;

 

(xxi) lease or purchase or agree to lease or purchase any assets or properties; or

 

(xxii) take, or agree in writing or otherwise to take, any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder in any material respect.

 

7.3 Shareholder or Company purchase. (i) either the Shareholder or the Company shall acquire all technology or have a fully executed agreement in place to acquire or rescind the purchase of the 51% of technology that was sold to U.S. Translation Company and David Utrilla by the Closing Date; and (ii) shall assign to WBSI all technology, including but not limited to all ideas, concepts, knowhow, tradenames, trademarks, and intellectual property known to and controlled by Shareholder by the Closing Date (the “Technology Assignment”).

 

ARTICLE VIII

 

ADDITIONAL AGREEMENTS

 

8.1 Access to Information.

 

(a) From the date hereof to the Closing Date, Company shall afford, and shall cause its officers, directors, employees, representatives and agents to afford, to WBSI and to the officers, employees and agents of WBSI reasonable access during normal business hours to Company’s officers, employees, agents, representatives, properties, books, records and contracts, and shall furnish to WBSI all financial, operating and other data and information as WBSI, through its agents, officers, employees or other representatives, may reasonably request.

 

(b) From the date hereof to the Closing Date, WBSI shall afford, and shall cause its officers, directors, employees, representatives and agents to afford, to Company and to the officers, employees and agents of Company reasonable access during normal business hours to WBSI’s officers, employees, agents, representatives, properties, books, records and contracts, and shall furnish to Company all financial, operating and other data and information as Company, through its agents, officers, employees or other representatives, may reasonably request.

 

(c) No investigation pursuant to Section 8.1(a) shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties.

 

8.2 Expenses and Taxes. Each of the Parties shall pay their respective costs incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the fees of the attorneys, accountants and advisors.

 

 

8.3 News Releases. Except as otherwise required by law or the rules of the SEC or OTCMarkets, so long as this Agreement is in effect, WBSI and the Company will not, and will not permit any of their respective affiliates or representatives to, issue or cause the publication of any press release or make any other public announcement with respect to the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Subject to the foregoing, WBSI and the Company will cooperate with each other in the development and distribution of all press releases and other public announcements with respect to this Agreement and the transactions contemplated hereby, and will furnish the other with drafts of any such releases and announcements as far in advance as reasonably possible.

 

8.4 Additional Agreements. Subject to the terms and conditions of this Agreement, each Party agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each such corporation shall take all such necessary or desirable action.

 

8.5 Notification of Certain Matters.

 

(a) Company shall give prompt notice to WBSI of any material inaccuracy in any representation or warranty made by it herein, or any material failure of Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Company under this Agreement; provided, however, that no such notification shall affect the representations or warranties or covenants or agreements of Company or the conditions to the obligations of WBSI hereunder.

 

(b) WBSI shall give prompt notice to Company of any material inaccuracy in any representation or warranty made by it herein, or any material failure of WBSI to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations or warranties or covenants or agreements of WBSI or the conditions to the obligations of Company hereunder.

 

(c) Company and WBSI shall each promptly advise the other in writing of any change or event having, or which, insofar as can reasonably be foreseen, in the future would have, a Material Adverse Effect or any adverse effect on the right or ability of any Party to enter into and complete the transactions contemplated hereby.

 

 

8.6 Confidentiality.

 

(a) Each Party shall hold, and shall cause its officers, employees, agents and representatives, including, without limitation, attorneys, accountants, consultants and financial advisors who obtain such information to hold, in confidence, and not use for any purpose other than evaluating the transactions contemplated by this Agreement, any confidential information of another Party obtained through the investigations permitted hereunder, which for the purposes hereof shall not include any information which (i) is or becomes generally available to the public other than as a result of disclosure by a Party or one of its affiliates in violation of its obligations under this subsection, (ii) becomes available to a Party on a nonconfidential basis from a source, other than the Party which alleges the information is confidential or its affiliates, which has represented that such source is entitled to disclose it, or (iii) was known to a Party on a nonconfidential basis prior to its disclosure to such Party hereunder. If this Agreement is terminated, at the request of a Party, the other Party shall deliver, and cause its officers, employees, agents, and representatives, including, without limitation, attorneys, accountants, consultants and financial advisors who obtain confidential information of the requesting Party pursuant to investigations permitted hereunder, to deliver to the requesting Party all such confidential information that is written (including copies or extracts thereof).

 

(b) If a Party or a Person to whom a Party transmits confidential information of another Party is requested or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of such confidential information, such Party or other Person will provide the other Party with prompt written notice so that such Party may seek a protective order or other appropriate remedy or waive compliance with Section 8.6(a). If such protective order or other remedy is not obtained, or if the applicable Party waives compliance with Section 8.6(a), the Party or Person subject to the request will furnish only that portion of such confidential information which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such confidential information.

 

8.7 Consents and Filings. The Parties shall, promptly after execution of this Agreement, make all required filings and submissions with respect to the transactions contemplated by this Agreement. Each Party will take all reasonable actions to obtain any other consent, authorization, order or approval of, or any exemption by, any Person required to be obtained or made in connection with the transactions contemplated by this Agreement. Each Party will cooperate with and promptly furnish information to the other Party in connection with obtaining such consents or making any such filings and will promptly furnish to the other Party a copy of all filings made with a governmental authority.

 

8.8 WBSI OTCMarkets and FINRA Filings. Between the date hereof and the Closing Date, Company shall cooperate with WBSI in connection with the preparation and filing of, and provide to WBSI for inclusion or incorporation by reference in, any reports or filings to be filed by WBSI with the OTCMarkets and FINRA (the “WBSI Filings”). Without limiting the foregoing, Company shall take all commercially reasonable actions requested by WBSI to enable WBSI to include or incorporate by reference in the WBSI Filings any Financial Statement of Company, including, without limitation, any auditors’ report thereon. WBSI agrees that (i) at least three (3) business days prior to filing, WBSI shall furnish the Company copies of all proposed WBSI Filings relating to, disclosing or describing the transactions contemplated by this Agreement, and (ii) it shall not make any WBSI Filing described in the immediately preceding clause (i) without the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed.

 

 

8.9 No Solicitation.

 

(a) Prior to termination of this Agreement pursuant to Article X hereof, neither the Company, its subsidiaries, if any, or Shareholder shall, nor shall the Company or Shareholder authorize or permit any officers, directors or employees of, or any investment bankers, attorneys or other agents or representatives retained by or acting on behalf of, the Company, any of its subsidiaries or Shareholder, or authorize any third party to: (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal that constitutes an Acquisition Proposal (as hereinafter defined), (ii) engage or participate in negotiations or discussions with, or furnish any information or data to, or take any other action to, facilitate any inquiries or making any proposal by, any third party relating to an Acquisition Proposal, (iii) enter into any agreement with respect to any Acquisition Proposal or approve an Acquisition Proposal, (iv) negotiate or enter discussions with, or furnish any information to, any third party (a “Potential Acquiror”) with respect to any unsolicited Acquisition Proposal, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Proposal. In the event that the Company shall receive any Acquisition Proposal, it shall promptly (and in no event later than 48 hours after receipt thereof) furnish to WBSI the identity of the recipient of the Acquisition Proposal and of the Potential Acquiror, the terms of such Acquisition Proposal, and copies of such Acquisition Proposal and all information provided by the Potential Acquiror. The Company and the Shareholder understand and agree that any violation of the restrictions set forth in this Section 8.9 by the Company or any of its subsidiaries or Shareholder, or by any director or officer of the Company or any of its subsidiaries or any financial advisor, attorney or other advisor or representative of the Company or any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company, any of its subsidiaries, the Shareholder or otherwise, or any violation of these restrictions by any third party authorized by the Company or the Shareholder to do so, shall be deemed to be a breach of this Section 8.9 sufficient to enable WBSI to terminate this Agreement pursuant to Article X hereof and seek injunctive and monetary relief to the fullest extent permitted by applicable law.

 

(b) For the purposes of this Agreement, “Acquisition Proposal” shall mean (i) any proposal, whether in writing or otherwise, made by any person other than WBSI, to acquire “beneficial ownership” (as defined under Rule 13(d) of the Securities Exchange Act of 1934, as amended) of any material part of the assets (other than in the ordinary course of the Company’s business) or outstanding capital stock (or securities convertible into shares of capital stock) of any of the Company or its subsidiaries pursuant to a merger, consolidation, exchange of shares or other business combination, sale of shares of capital stock (or securities convertible into capital stock), sales of assets, tender offer or exchange offer or similar transaction involving the Company or its subsidiaries, including, without limitation, any sale or transfer or license of the Company’s intellectual property, or (ii) any other transaction or proposed transaction, the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, or which would reasonably be expected to dilute the benefits of such transactions to WBSI.

 

8.10 Conversion of Existing WBSI Debt. WBSI will work with the creditors of WBSI to convert, reduce or mitigate the outstanding debts that WBSI has incurred with its creditors (as reflected in Section 6.8 of the WBSI Disclosure Schedules). Any conversion price shall be mutually agreed upon by Rowland Day and Saul Leal.

 

8.11 Conversion of Day’s Loan and Services to WBSI. The loan’s that Rowland Day made to WBSI for calendar years 2019, 2020, and 2021 (i.e., in the initial principal amount of $221,990.00) may be converted, at his option, and shall remain as valid legal obligations owed by WBSI to Rowland Day and may be paid from either the operations of WBSI, other borrowings by WBSI, or from the sale of WBSI’s capital stock.

 

 

8.12 Name Change. WBSI will immediately file to change its corporate name on file with the Nevada Secretary of State.

 

8.13 Escrow of Shareholder’s One-Half of WBSI Shares. Shareholder agrees and acknowledges that 1,363,637 of the WBSI Shares (“Escrow Shares”) shall be held in Escrow and may not be sold, transferred, assigned, or used as collateral for any debt of Shareholder, and shall not vote on any WBSI corporate matter for which votes are required. Additionally, a legend shall be placed (in addition to the standard 1933 Act Legend) on the Escrow Shares. The following legend shall be placed on the Escrow Shares:

 

“THESE SHARES ARE SUBJECT TO THIS LEGEND AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR USED AS COLLATERAL FOR ANY DEBT BY THE SHAREHOLDER AND SHAREHOLDER MAY NOT VOTE THESE ESCROW SHARES ON ANY CORPORATE MATTER UNTIL THE COMPANY HAS ACHIEVED CASH SALES OF $5 MILLION DOLLARS WITHIN 12 CONSECUTIVE MONTHS PRIOR TO DECEMBER 31, 2027. THIS ESCROW MAY ONLY BE WAIVED OR ADJUSTED BY THE WRITTEN CONSENT OF ROWLAND DAY.”

 

8.14 Independent Legal Representation. Company acknowledges that it has had the opportunity to seek and retain its own legal counsel to represent and protect its legal and equitable interest in connection with this Agreement. Company also acknowledges that the CEO of WBSI, Rowland Day, is the majority owner of WBSI and is a licensed attorney that has represented the interests of WBSI in connection with this Agreement and has not represented the Company nor its shareholders. Upon the completion of this Agreement, Rowland Day will continue as a significant shareholder and as a creditor of WBSI and due to his stock ownership may continue as a director or officer of WBSI.

 

Based upon Rowland Day’s majority control of WBSI, as the largest creditor of WBSI, and as the sole director and officer of WBSI, Rowland Day controls WBSI and therefore cannot and has not represented any other party to this Agreement. Company and Shareholder acknowledge that Rowland Day, as a lawyer, has not represented either party individually or collectively.

 

ARTICLE IX

 

CLOSING DELIVERIES AND CONDITIONS TO CLOSING

 

9.1 Documents to be Delivered by WBSI. At the Closing, WBSI shall deliver to the Shareholder the following:

 

(a) A certificate of the Secretary and President of WBSI dated the Closing Date as to the incumbency and signatures of the officers of WBSI executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of WBSI pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;

 

(b) A certificate, executed by an officer of WBSI, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of WBSI as to the statements set forth therein;

 

 

(c) A copy of the resolutions adopted by the Board of Directors of WBSI (i) authorizing the execution and delivery of this Agreement and the performance by WBSI of its obligations hereunder, (ii) electing the persons designated by the Company as a director of WBSI effective as of the Closing Date, and (iii) electing the persons designated by the Company as officers of WBSI effective as of the Closing Date, certified by its Secretary;

 

(d) Resignation of Rowland W. Day II as WBSI’s current CEO, and appointment of (i) Saul Leal as WBSI’s new CEO, and (ii) Rowland W. Day II as WBSI’s Chief Financial Officer and Secretary, effective as of the Closing Date.

 

(e) A certificate of good standing of WBSI from the Secretary of State of Nevada dated as of the most recent practicable date; and

 

(f) Such other customary certificates or documents as may be reasonably required by Company.

 

9.2 Documents to be Delivered by Company. At the Closing, the Company shall deliver to WBSI the following:

 

(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to WBSI as to the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;

 

(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as WBSI shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;

 

(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and

 

(d) A certificate, executed by the President and Chief Financial Officer of the Company, that the disclosure in the OTCMarkets disclosure documents and press release to be filed at the Closing do not contain any untrue statement of a material fact and do not omit to state any material facts necessary in order to make the OTCMarkets disclosure not misleading, as to those facts and statement that pertain to the Company.

 

9.3 Documents to be Delivered by the Shareholder. At the Closing, Shareholder shall deliver to WBSI The following: (i) stock certificate(s) representing the Company Shares, together with such letters of transmittal, stock powers and other documents as are necessary to complete the transfer thereof to WBSI, and (ii) the Technology Assignment Agreement.

 

(a) Conditions to Obligations of Each Party. Each Party’s obligations to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver at or prior to the Closing, of each of the following conditions: No temporary restraining order, preliminary or permanent injunction or other order issued by any governmental authority or other material legal restraint or prohibition issued or promulgated by a governmental authority preventing the consummation of the transactions contemplated by this Agreement shall be in effect or shall be threatened, and there shall not be any law or regulation enacted or deemed applicable to the transactions contemplated by this Agreement that makes consummation of such transactions illegal.

 

 

9.4 Conditions to Obligations of WBSI. The obligation of WBSI to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:

 

(a) Each of the representations and warranties of the Company and the Shareholder set forth in this Agreement (i) that are not qualified by materiality must have been true and correct in all material respects as of the Closing Date, and (ii) that are qualified by materiality must have been true and correct as of the Closing Date; except, in each case, for inaccuracies that would not individually or in the aggregate have a Material Adverse Effect on the Company.

 

(b) All of the obligations, covenants and agreements with which the Company or Shareholder are required to comply or that the Company or the Shareholder are required to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.

 

(c) The documents required to be delivered by the Company and the Shareholder pursuant to Section 9.2 and Section 9.3, respectively, above shall have been delivered simultaneously with the Closing.

 

9.5 Conditions to Obligations of Company and the Shareholder. The obligation of Company and the Shareholder to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:

 

(a) Each of the representations and warranties of WBSI set forth in this Agreement (i) that are not qualified by materiality must have been true and correct in all material respects as of the Closing Date, and (ii) that are qualified by materiality must have been true and correct as of the Closing Date; except, in each case, for inaccuracies that would not individually or in the aggregate have a Material Adverse Effect on WBSI.

 

(b) All of the obligations, covenants and agreements with which WBSI is required to comply or that WBSI is required to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.

 

(c) The documents required to be delivered by WBSI pursuant to Section 9.1 above shall have been delivered simultaneously with the Closing.

 

 

ARTICLE X

 

TERMINATION

 

10.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

 

(a) by mutual written consent of the Company and WBSI at any time prior to the Closing;

 

(b) by WBSI in the event of a material breach by Company or the Shareholder of any provision of this Agreement for which written notice has been given to the Company and which breach has not been cured prior to the earlier of (i) the Termination Date or (ii) thirty (30) days following notice of such breach; provided, however that the right to terminate this Agreement under this Section 10.1(b) shall not be available to WBSI if WBSI has materially breached any provision of this Agreement and such breach remains uncured;

 

(c) by the Company in the event of a material breach by WBSI of any provision of this Agreement which breach has not been cured prior to the Termination Date; provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to the Company if the Company has materially breached any provision of this Agreement and such breach remains uncured;

 

(d) by the Company if the Closing shall not have occurred by September 30, 2022 (the “Termination Date”), unless extended by WBSI and the Company; provided, however, the right to terminate this Agreement under this Section 10.1(d) shall not be available to any Party whose failure to fulfill any obligation hereunder has been the cause of, or results in, the failure of the Closing to have occurred on or before the Termination Date;

 

10.2 Effect of Termination. Except for the provisions of Sections 8.2, 8.3, 8.6, and the provisions of Article X hereof, each of which shall survive any termination of this Agreement, in the event of termination of this Agreement pursuant to Section 10.1, this Agreement shall forthwith become void and of no further force and effect and the Parties shall be released from any and all obligations hereunder; provided, however, that termination of this Agreement shall not relieve any Party from liability for the breach of any of its obligations hereunder.

 

ARTICLE XI

 

INDEMNIFICATION

 

11.1 Survival of Representations and Warranties. All representations and warranties of the Company, the Shareholder and WBSI contained herein or in any document, certificate or other instrument required to be delivered hereunder in connection with the transactions contemplated hereby shall survive the Closing for the period ending on the date that is (12) months after the Closing Date. No claim for indemnification for breach of a representation or warranty may be commenced after the period of survival of such representation or warranty, provided, however, that claims made within the applicable time period shall survive to the extent of such claim until such claim is finally determined and, if applicable, paid.

 

 

11.2 Indemnification.

 

(a) WBSI agrees to indemnify, defend and hold harmless the Company and the Shareholder from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including interest, penalties and reasonable attorneys’ fees and expenses (collectively “Damages”) asserted against, resulting to, imposed upon or incurred by the Company or the Shareholder, directly or indirectly, by reason of or resulting from (i) any breach by WBSI of this Agreement, or (ii) subject to the survival period set forth in Section 11.1 above, any inaccuracy in or breach of any of the representations, warranties, covenants or agreements made by WBSI in this Agreement.

 

(b) Company and the Shareholder agree to indemnify, defend and hold harmless WBSI from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including interest, penalties and reasonable attorneys’ fees and expenses (collectively “Damages”) asserted against, resulting to, imposed upon or incurred by WBSI, directly or indirectly, by reason of or resulting from (i) any breach by Company and the Shareholder of this Agreement, or (ii) subject to the survival period set forth in Section 11.1 above, any inaccuracy in or breach of any of the representations, warranties, covenants or agreements made by Company and the Shareholder in this Agreement.

 

11.3 Claims. Whenever any claim shall arise for indemnification hereunder (a “Claim”), the party entitled to indemnification (the “Indemnified Party”) shall promptly give written notice to the party obligated to provide indemnity (the “Indemnifying Party”) of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated.

 

If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (i) if said Claim is liquidated, then payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party.

 

If the Indemnifying Party shall not have made payment to the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim.

 

Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate.

 

 

If the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or on submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof, shall be paid and satisfied as provided herein.

 

11.4 Conditions of Indemnification with Respect to Third Party Claims. The Indemnified Party shall promptly give notice to the Indemnifying Party of any claim of a third party which may reasonably be expected to result in a Claim by the Indemnified Party. The Indemnifying Party shall have the right to participate in and, with respect to a third party Claim as to which he is “wholly at risk,” direct the defense, compromise or settlement of such claim with counsel selected by him, provided the Indemnifying Party gives written notice to the Indemnified Party of his election to do so within thirty (30) days after receipt of notice in accordance with the preceding sentence. For the purposes of this Section 11.4, the Indemnifying Party shall be deemed to be “wholly at risk” except as to (i) Claims as to which the Indemnified Party may have any direct monetary risk for which it is not fully indemnified by the terms hereof or (ii) Claims as to which the Indemnified Party in its reasonable judgment has any risk or liability for which compensation by monetary damages would not be adequate. If the Indemnifying Party fails to so notify the Indemnified Party of his election to defend any such third party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof.

 

If the proceeding involves matters as to which the Indemnifying Party is not “wholly at risk,” then the defense, compromise or settlement of the Claim, and expenses and liabilities, shall be the responsibility of the Indemnified Party.

 

The Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim.

 

11.5 Limitations. Notwithstanding any of the provisions of the Article XI:

 

(a) None of the Parties to this Agreement nor any of their affiliates shall be entitled to indemnification under this Article XI until the aggregate amount of all Claims exceeds $10,000 at which time all Claims shall be subject to indemnification;

 

(b) In no event will any Indemnifying Party be liable for consequential damages under this Article XI.

 

 

ARTICLE XII

 

GENERAL PROVISIONS

 

12.1 Amendment. This Agreement may not be amended except by an instrument in writing signed by WBSI and the Company.

 

12.2 Waiver. At any time prior to the Closing Date, any Party may (a) extend the time for the performance of any of the obligations or other acts of any other Party hereto or (b) waive compliance with any of the agreements of any other Party or with any conditions to its own obligations. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of the Party making the waiver or granting the extension by a duly authorized officer. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

 

12.3 Assignment and Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by Company without the prior written consent of WBSI or assigned by WBSI without the prior written consent of Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, transferees and assigns, and no other Person shall have any right, benefit or obligation hereunder.

 

12.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of State of Nevada, without regard to the conflict of law provisions thereof.

 

12.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the subject matter hereof.

 

12.6 Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

 

12.7 Construction and Titles. The titles, captions or headings of the Articles and Sections herein are for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. This Agreement has been negotiated between the parties hereto, and the language hereof shall not be construed for or against any party. A reference herein to any section shall be deemed to include a reference to every subsection thereof. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as to the identity of the parties hereto may require.

 

 

12.8 Arbitration. Any dispute arising out of this Agreement, or its performance or breach, shall be resolved by binding arbitration in Kalispell, Montana under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”). This arbitration provision is expressly made pursuant to and shall be governed by the Federal Arbitration Act, 9 U. S. C. Sections 1-14 as well as the AAA Rules. The Parties agree that pursuant to Section 9 of the Federal Arbitration Act, a judgment of a United States District Court of competent jurisdiction shall be entered upon the award made pursuant to the arbitration. A single arbitrator, who shall have the authority to allocate the costs of any arbitration initiated under this paragraph, shall be selected according to the AAA Rules within ten (10) days of the submission to the AAA of the response to the statement of claim or the date on which any such response is due, whichever is earlier. The arbitrator shall be required to furnish to the parties to the arbitration a preliminary statement of the arbitrator’s decision that includes the legal rationale for the arbitrator’s conclusion and the calculations pertinent to any damage award being made by the arbitrator. The arbitrator shall then furnish each of the parties to the arbitration the opportunity to comment upon and/or contest the arbitrator’s preliminary statement of decision either, in the discretion of the arbitrator, through briefs or at a hearing. The arbitrator shall render a final decision following any such briefing or hearing. The arbitrator shall conduct the arbitration in accordance with the Federal Rules of Evidence and the AAA Rules. The arbitrator shall decide the amount and extent of the pre-hearing discovery which is appropriate. The arbitrator shall have the power to enter any award of monetary and/or injunctive relief (including the power to issue permanent injunctive relief and also the power to reconsider any prior request for immediate injunctive relief by any Party and any order as to immediate injunctive relief previously granted or denied by a court in response to a request therefor by any Party), including the power to render an award as provided in Rule 43 of the AAA Rules. The arbitrator shall have the power to award the prevailing party its costs and reasonable attorney’s fees; provided, however, that the arbitrator shall not award attorneys’ fees to a prevailing party if the prevailing party received a settlement offer unless the arbitrator’s award to the prevailing party is greater than such settlement offer without taking into account attorneys’ fees in the case of the settlement offer or the arbitrator’s award. In addition to the above courts, the arbitration award may be enforced in any court having jurisdiction over the Parties and the subject matter of the arbitration.

 

12.9 Attorneys’ Fees. Should any Party institute any action or proceeding to enforce any provision of this Agreement, including, without limitation, an action or proceeding for declaratory relief, damages by reason of an alleged breach of any provision of this Agreement, equitable relief or otherwise in connection with this Agreement, or any provision hereof, the prevailing Party shall be entitled to recover from the losing Party or Parties reasonable attorneys’ fees and costs for services rendered to the prevailing Party in such action or proceeding.

 

12.10 Multiple Counterparts. This Agreement may be executed in two or more counterparts, including electronically transmitted counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

 

 

12.11 Notices. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any Party shall be in writing. Assuming that the contents of a notice meet the requirements of the specific Section of this Agreement which mandates the giving of that notice, a notice shall be validly given or made to another Party if served either personally or if deposited in the United States mail, certified or registered, postage prepaid, or if transmitted by telegraph, telecopy or other electronic written transmission device or if sent by overnight courier service, and if addressed to the applicable Party as set forth below. If such notice, demand or other communication is served personally, service shall be conclusively deemed given at the time of such personal service. If such notice, demand or other communication is given by mail, service shall be conclusively deemed given seventy-two (72) hours after the deposit thereof in the United States mail. If such notice, demand or other communication is given by overnight courier, or electronic transmission, service shall be conclusively deemed given at the time of confirmation of delivery. The addresses for the Parties are as follows:

 

	If to WBSI:	465 Echo Bay Trail Bigfork, MT 59911
	If to the Company:	3401 Highway 89 Bountiful, Utah 84010
	If to the Shareholder:	To his address as set forth in the records of the Company

 

Any Party may change such Party’s address for the purpose of receiving notices, demands and other communications as herein provided, by a written notice given in the aforesaid manner to the other Parties.

 

12.12 Incorporation by Reference. All Exhibits and Schedules attached hereto or to be delivered in connection herewith are incorporated herein by this reference.

 

[SIGNATURES CONTINUED ON NEXT PAGE]

 

 

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

 

WEBSAFETY, INC., a Nevada corporation

 

By:	/s/ Rowland W. Day II
	Rowland W. Day II
Its:	CEO

 

METALANGUAGE, a Nevada corporation

 

By:	/s/ Saul Leal
	Saul Leal
Its:	CEO

 

SHAREHOLDER OF METALANGUAGE CORP. a Nevada corporation

 

By:	/s/ Saul Leal
Name:	Saul Leal

 

 

EXHIBIT A

 

Company Disclosure Schedule

 

Section 4.1, Subsidiaries, Investment Obligations:

 

None.

 

Section 4.5, Permits:

 

None.

 

Section 4.9, Contracts/Commitments:

 

None.

 

Section 4.11, Leases of Real and Personal Property:

 

None.

 

Section 4.12(b), Intellectual Property:

 

Domain Name:

 

Social Media Accounts:

1.

 

Section 4.13, Insurance:

 

None.

 

Section 4.18, Broker:

 

None.

 

 

EXHIBIT B

 

Shareholder Disclosure Schedule

 

Technology Assignment Agreement

 

 

EXHIBIT C

 

WBSI Disclosure Schedule

 

Section 6.2, Capitalization:

 

	1. Pre-Closing Authorized Shares:
	Common = 500,000,000 at $0.001 par value
	Preferred = 50,000,000 at $0.001 par value
	Series A Convertible Preferred =	2,068
	Series B-1 Convertible Preferred =	4,309,710

 

	2. Pre-Closing Issued Shares:
	Common = 21,757,340 outstanding shares
	Preferred = 4,311,778 outstanding shares
	Series A Convertible Preferred =	2,068
	Series B-1 Convertible Preferred =	4,309,710

 

	3. Post-Closing Issued Shares:
	Common = 21,757,340 outstanding shares
	Preferred = 7,036,983 outstanding shares
	Series A Convertible Preferred =	2,068
	Series B-1 Convertible Preferred =	7,036,983
	Which 1,363,637 are held in escrow and may not be sold until certain conditions have been satisfied

 

 

Section 6.8, Contracts/Commitments:

 

6.8(a)(i)

 

The following accounts payable of WBSI will remain obligations of WBSI at the Closing:

 

As of May 31, 2022

 

		Current				1 - 30				31 - 60				61 - 90				91 and over				Total
808 Partners																			256,561.40				256,561.40
Clay Cranford																			3,000.00				3,000.00
CPA Global																			4,551.05				4,551.05
Pacific Stock Transfer																			0.00				75.00
WhyEquities																			47,500.00				47,500.00
TOTAL		$	0.00			$	0.00			$	0.00			$	0.00			$	311,612.45			$	311,687.45

 

6.8(a)(v)(A)

 

The following referenced document reflects an agreement or undertaking pursuant to which Rowland W. Day II is owed money by WBSI:

 

1. Promissory Note dated March 15, 2021, issued by WBSI to Rowland W. Day II, with a balance at the Closing in the approximate amount of $221,990.

 

Section 6.9, Broker:

 

None.

 

 

Exhibit 10.4

 

AMENDMENT AND ADDENDUM TO

THE SHARE ACQUSITION AGREEMENT DATED JUNE 30, 2022

 

This Amendment and Addendum to the share acquisition agreement is made and entered into as of May 1, 2023 by and among OneMeta AI (f/k/a WebSafety, Inc.), a Nevada corporation (“ONEI”), Metalanguage Corp., a Nevada corporation (the “Company”) and Saul Leal, the sole shareholder of the Company.

 

WHEREAS, the technology, knowhow, assets, and significant business opportunities are substantially greater than originally exchanged and conveyed at the closing of the Share Acquisition Agreement;

 

WHEREAS, the parties have determined that it is in their best interests to issue additional Series B-1 Convertible Preferred shares and common shares to Saul Leal based upon the additional technology that he has delivered to ONEI and for Saul Leal to have the same number of Series B-1 Convertible Preferred shares and common shares owned by Rowland Day; and

 

WHEREAS, the corporation inadvertently issued unauthorized Series B-1 Convertible Preferred shares at the closing to Saul Leal and has now amended its Articles of Incorporation in order to properly issue authorized Series B-1 Convertible Preferred shares to Saul Leal.

 

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

 

1.

Section 1.2 is deleted and replaced as follows:

 

Upon the filing of and acceptance of ONEI’s amended Articles of Incorporation, ONEI shall issue:

 

	a.	4,309,710 shares of ONEI’s Series B-1 Convertible Preferred stock; and
	b.	1,772,800 shares of ONEI’s common stock to Saul Leal.

 

2.

Section 8.13 is deleted and replaced as follows:

 

Saul Leal agrees that upon the issuance of the Series B-1 Convertible Preferred shares, as contained in Section 1.2, 1,363,667 shares of the Series B-1 Convertible Preferred stock shall be held in escrow and may not be sold, transferred, assigned or used as collateral for any debt of the shareholder and shall not vote on any ONEI corporate matter for which votes are required.

 

The shares will be subject to a standard 1933 Act legend. These shares shall not be released from escrow until ONEI has achieved cash sales of $5 million dollars within 12 consecutive months prior to December 31, 2027. These shares may only be released from the escrow and the terms of the escrow may on be waived or adjusted by the written consent of Rowland Day.

 

 

This Amendment and Addendum to the June 30, 2022 share acquisition agreement has been duly executed by the parties as of the date first written above.

 

ONEMETA AI
By:	/s/ Rowland W. Day II
	Rowland W. Day II
Its:	President
METALANGUAGE CORP.
By:	/s/ Saul Leal
	Saul Leal
Its:	CEO
SHAREHOLDER OF METALANGUAGE CORP.
/s/ Saul Leal
Saul Leal

 

 

 

 

Exhibit 10.5

 

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”) dated December 19, 2024 is by and between OneMeta Inc., a Nevada corporation (the “Company”) and Saul Leal (“Executive”). This Agreement shall become effect upon the completion of the initial public offering (the “Effective Date”).

 

RECITALS:

 

WHEREAS, the Company employs Executive as its Chief Executive Officer; and

 

WHEREAS, the Company and Executive desire to enter into this Agreement, which embodies the terms of such employment.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

 

1. Term of Employment. Executive’s employment with the Company under this Agreement shall commence on the Effective Date and continue through the fifth anniversary of the Effective Date (the “Employment Term”); provided, however, the Employment Term shall be automatically extended for an additional one-year period commencing with the fifth anniversary of the Effective Date and, thereafter, on each such successive anniversary of the Effective Date (each, an “Extension Date”), unless the Company or Executive provides the other party at least 90 days’ prior written notice before the next Extension Date that the Employment Term shall not be so extended (a “Notice of Non-Renewal”).

 

2. Position, Duties, Authority, and Policies.

 

(a) Position. Executive shall serve as the Chief Executive Officer (“CEO”) chief revenue officer (“CRO”), and chief product officer (“CPO”) of the Company. In such positions, Executive shall have such duties, functions, responsibilities and authority as shall be determined from time to time by the board of directors of the Company or its subsidiaries (the “Board”) and consistent with Executive’s position and title. Executive shall report directly to the Board. As a Co-Founder, Executive shall continue to serve on the board of directors of the Company or its subsidiaries (the “Company Group”). Until the Company has the funding and revenue to support the roles, as determined by the Board, Executive shall serve CRO, and CPO. When the Company hires people or appoints other people to those roles, Executive shall cease to have those titles and responsibilities.

 

(b) Time Commitments. Executive will devote substantially all of Executive’s business time and efforts to the operation and oversight of the business of the Company Group and performance of Executive’s duties hereunder (excluding periods of vacation, approved time off or leave of absence) and will not, without the Company’s prior consent (which shall not be unreasonably withheld, conditioned or delayed), engage in any other business activities that conflict with Executive’s duties or services to the Company Group. Executive shall be subject to the terms and conditions of the Company Group’s employee policies and codes of conduct as in effect from time to time to the extent not inconsistent with this Agreement.

 

 

3. Compensation.

 

(a) Base Salary. Upon completion of the Company’s initial public offering (“IPO”) and during the Employment Term, the Company shall pay (or cause to be paid) to Executive a base salary at the annual rate of $300,000 (“Base Salary”), payable in regular installments in accordance with the usual payment practices of the Company Group. Executive’s Base Salary shall be subject to annual review and subject to increase, as may be determined from time to time in the sole discretion of the Board, but is not subject to decrease for any reason without Executives’ express written consent.

 

(b) Bonuses. During the Employment Term, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) based on the achievement of performance objectives and targets established annually by the Board or the compensation committee of the Board, in consultation with Executive as described in Exhibit IV of this Agreement. Additional bonuses may be granted by the Board to Executive in addition to the Annual Bonus, for services and results achieved by Executive. Any Annual Bonus shall be paid to Executive within two and one-half months after the end of the applicable fiscal year; provided, that if the applicable performance objectives and targets have not, if necessary, been verified by audit by such time, then the Annual Bonus, if any, shall be payable within 10 days following such verification, but not later than April 30 of such year (provided, that the Company shall use its reasonable best efforts to complete any such audit and pay such Annual Bonus as promptly as practicable). Any Annual Bonus in respect of any fiscal year in which Executive’s employment is terminated shall be as provided in Section 5.

 

4. Benefits.

 

(a) General. During the Employment Term, Executive shall be entitled to participate in the retirement, health and welfare benefit plans, practices, policies and arrangements of the Company Group as in effect from time to time (collectively, “Employee Benefits”), on terms and conditions no less favorable than each of the Employee Benefits are made available to any other senior executive of the Company Group (other than with respect to any terms and conditions specifically determined under this Agreement, the benefits for which shall be determined instead in accordance with this Agreement). For the avoidance of doubt, no new benefit plans shall be required to be adopted. Executive shall be entitled to the perquisites set forth on Exhibit I.

 

(b) Vacation. Executive shall be entitled to six weeks paid vacation pursuant to the applicable Company vacation policy, plan or regular practice, as may be modified from time to time.

 

(c) Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then-prevailing business expense policy (which shall include appropriate itemization and substantiation of expenses incurred); provided, that reimbursement for travel expenses incurred by Executive in the performance of Executive’s duties hereunder shall be made in accordance with the travel policy of the Company, which, with respect to Executive, shall be consistent with the travel policy in effect for Executive as of immediately prior to the Effective Date.

 

(d) Life Insurance. Within 60 days after the IPO, Company shall provide term life insurance in the amount of $2,000,000 in the form of “key man” insurance. Executive agrees that the primary beneficiaries shall be the Company 50%, spouse or estate of Executive 50%. Executive will obtain the spousal consent from his wife.

 

 

5. Termination and Severance.

 

(a) Voluntary Termination by Executive: Executive may terminate this Agreement for convenience at any time, for any reason, upon one hundred twenty (120) days written notice to the Company (the “Notice Period”). If Executive terminates this Agreement pursuant to this provision, the Company will pay Executive all accrued but unpaid Base Salary, all earned but unpaid bonuses, all employee benefits, and all unused vacation earned through the date of termination (“Accrued Compensation”) plus one times Executive’s Base Salary. Except for Executive’s entitlement to vested stock options and/or other vested retirement benefits, if any, Executive’s eligibility for benefits under any Employee Benefit Plan, other than COBRA, or pursuant to this Agreement shall cease on Employee’s last day of employment with the Company.

 

(b) Termination by the Company for Cause.

 

Termination for Cause/Definition. The Company may terminate this Agreement at any time for Cause. Upon termination by the Company for Cause, Executive shall only be entitled to his Accrued Compensation. “Cause” means any of the following:

 

	●	Executive’s conviction of material theft, embezzlement, any other serious crime or material act of dishonesty relating to his employment with the Company;
	●	Any conviction of a material violation of any law, rule, or regulation applicable to the Company, including, but not limited to, those established by the Securities and Exchange Commission, or any regulatory organization having jurisdiction or authority over Executive or the Company;
	●	Any failure by Executive, in a timely fashion, to inform the Company of any material violation of any law, rule or regulation by the Company or one of its direct or indirect subsidiaries, of which such violation Executive has actual knowledge;
	●	Executive’s willful and continued failure to substantially perform all his duties and obligations of employment (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not remedied within 60 days after receipt of written notice from the Company;
	●	Executive’s conviction of a felony having as its predicate element fraud, dishonesty, misappropriation, or moral turpitude.

 

 

(c) Termination by Executive for Good Reason.

 

i. Termination for Good Reason/Definition. Executive may terminate this Agreement for Good Reason, after providing fifteen (15) days written notice to the Company, which identifies the Good Reason for Executive’s termination. The Company shall have an opportunity to cure the circumstances constituting Good Reason. In the event that the Company fails to cure the Good Reason and Executive terminates his employment for Good Reason, Executive shall receive, within twenty (20) business days of the termination date, (a) all Accrued Compensation as defined in Section 5, and (b) Additional Severance Compensation as defined in Section 5(h) of this Agreement. For the purposes of this Agreement, “Good Reason” means:

 

	●	A Change of Control; or
	●	Executive’s non-voluntary removal from his position as CEO, other than as provided in Section 5(b) for Cause, or by Executive’s death or disability (as defined in Sections 5(d) and 5(e) below) during the term of this Agreement; or
	●	A requirement by the Company that Executive cannot work remotely or must move to a different geographic location as a condition of continued employment in his current position; or
	●	The relocation by the Company of Executive’s primary workplace; or
	●	Failure by the Company to make any payment to Executive required to be made under the terms of this Agreement, if the breach is not cured within fifteen (15) days after Executive provides written notice to the Company that provides in reasonable detail the nature of the payment; or
	●	Failure by the Company to manage the Executive and his responsibilities in a manner consistent with what would be considered to be good faith or in such a manner that it would diminish or materially impact his ability to perform his role as CEO. Examples of failure to operate in good faith include but are not limited to: intentionally attempting to persuade or induce, directly or indirectly, the Executive to voluntarily terminate this agreement; providing false or misleading information (or knowingly failing to provide useful or relevant information) to the Executive with the intent to negatively affect the Executive’s performance or apparent judgment; or knowingly failing to provide the Executive with reasonable and customary support for the execution of his responsibilities, resulting in negatively affecting the Executive’s performance and or compensation. Examples of diminishing or materially impacting his ability to perform his role include but are not limited to: formal or informal demotion as the CEO or effective demotion disabling Executive to fulfil his duties; re-assignment to a subsidiary; or insufficient resources (funding, people, process, systems, etc.) to carry out the assigned responsibilities and duties.

 

ii. Change of Control – Definition. As used herein, “Change of Control” shall mean a merger or consolidation with another entity in which the Company’s Co-Founders do not own more than 50% of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the Company’s assets.

 

(d) Termination Based on Executive’s Disability. The Company may terminate this Agreement, at any time, if the Board of Directors determines in good faith that Executive has sustained a “disability” as defined herein. For the purposes of this Agreement, Executive shall be deemed to have sustained a “disability” if he has been unable, due to a physical or mental impairment, to perform his duties for a period of more than one hundred twenty (120) days in any twelve (12) month period. Upon termination of this Agreement for disability, the Company shall pay Executive his Accrued Compensation through the date of termination plus the Additional Severance Compensation described in Section 5(h)(ii) of this Agreement.

 

(e) Death of Executive. Executive’s employment shall terminate automatically upon Executive’s death. Upon termination of this Agreement because of Executive’s death, the Company shall pay Executive’s spouse (or estate if spouse is deceased) Executive’s Accrued Compensation through the date of Executive’s death plus the Additional Severance Compensation described in Section 5(h)(ii) of this Agreement calculated at Executive’s Base Salary monthly rate at time of death, along with any additional compensation that would have been due through the end of quarter during which the death occurred.

 

 

(f) COBRA Eligibility. Regardless of the reason for termination, including voluntary resignation, if the Company is a COBRA-eligible employer at the time of termination of this Agreement and Executive’s employment, Executive’s rights to COBRA coverage shall be the same as any other terminating employee and governed by the then-existing COBRA statute. If Company is not COBRA-eligible, Company will include Employee in Health Insurance plan, in place for Employee and Employee’s spouse at time of termination, without lapse and for a period of 18 months following date of termination.

 

(g) Effect of Termination on Employment. Upon termination of this Agreement, regardless of the reason for termination, Executive’s employment shall also immediately terminate and cease, and any subsidiaries, if applicable, effective immediately upon the termination date. In addition, at the date of notification of termination, all access to the following shall be terminated, which includes but is not limited to: company computers, servers, accounts, bank accounts and other financial accounts will terminate. Executive will no longer be authorized to write or approve checks, or to send or approve payments of any kind, for any reason.

 

(h) Severance.

 

i. Severance in the Event of a Change in Control. If Executive terminates this Agreement for Good Reason due to a Change in Control, as provided in Section 5(c) of this Agreement, then Executive’s Additional Severance Compensation shall be four (4) times Executive’s Base Salary. Such severance shall be paid within ten (10) days immediately following change of control, in one lump sum to Executive.

 

ii. Severance in the Event of a Termination for “Good Reason” by Executive, or Disability, or Death of Executive. If the Executive terminates this agreement for “Good Reason” under Section 5(c) (but not for a “change in control”), Executive’s Additional Severance Compensation shall be three (3) times Executive’s Base Salary. If Executive’s termination is due to disability or death, Executive’s Additional Severance Compensation shall be two (2) times Executive’s Base Salary. Such severance shall be paid within ten (10) days of the Company receiving notice of Termination for Good Reason by Executive, or by Executive’s spouse, next of kin, or Executive’s medical provider if Executive is disabled, or by Executive’s estate upon the death of Executive.

 

iii. No Mitigation. The Severance Payments set forth in Section 5(h) shall not be reduced whether or not Executive obtains other employment.

 

(i) Resignation from Company Board of Directors. If Executive is terminated by the Company for cause, Executive shall be deemed to have voluntarily resigned from the Company’s board of directors.

 

 

6. Restricted Activities. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and further acknowledges and recognizes that Executive has received, and will receive, Confidential Information (as defined below) and trade secrets of the Company Group, and accordingly agrees as follows:

 

(a) Non-Competition. During the Employment Term and during the Restricted Period, as defined here, within the Restricted Territory, as defined herein, Executive shall not:

 

i. engage in business that has artificial intelligence products and services that are substantially similar to or that is a Competitive Business of the Company Group; (iii); or (iv) start a new company, venture, or undertaking that would be a Competitive Business with the Company Group.

 

ii. become an officer or director, of a company that is a Competitive Business with the Company Group :

 

iii. interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Company Group and any of their clients, customers, suppliers, partners, members or investors.

 

iv. take an equity ownership position greater than five percent (5%) in an entity that is a Competitive Business of the Company Group. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of a Competing Business which is publicly traded on a national or regional stock exchange or on the over-the-counter-market if Executive does not, directly or indirectly, own 5% or more of any class of securities of such Person.

 

(b) Employee Non-Solicitation. During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf or in conjunction with any Person, directly or indirectly:

 

i. solicit or encourage any employee of the Company Group to leave the employment of the Company Group;

 

ii. hire or solicit for employment any employee who was employed by the Company Group as of the date of Executive’s termination of employment with the Company Group for any reason or who left the employment of the Company Group coincident with, or within one year prior to, the date of Executive’s termination of employment with the Company Group for any reason; or

 

iii. encourage any material consultant of the Company Group to cease working with the Company Group; and

 

(c) Non-Disparagement. During the Employment Term and following a termination of employment for any reason (i) Executive agrees not to make, or direct any other Person to make, any Disparaging Statement (as defined below) about the Company Group, (or any of their respective officers or directors) (it being understood that comments made in Executive’s good faith performance of Executive’s duties hereunder shall not be deemed disparaging or defamatory for purposes of this Agreement) and (ii) the Company shall instruct the members of the Board not to make, or direct any other Person to make, any Disparaging Statement about Executive. In addition, following the termination of Executive’s employment with the Company Group for any reason, the Company shall instruct the members of the Company Group’s management team and any other individual who is authorized to make any public statement on behalf of the Company Group not to make, or direct any other Person to make, any Disparaging Statement about Executive. For purposes of this Agreement, a “Disparaging Statement” shall mean any communication that defames or disparages or has the effect of defaming or disparaging.

 

 

(d) For purposes of this Agreement the following terms shall have the meanings provided herein.

 

i. A “Competitive Business” means companies primarily engaged in machine translation or voice-to-voice AI translation services.

 

ii. The “Restricted Period” means twelve (12) months following separation from the Company.

 

iii. The “Restricted Territory” means the United States and Canada.

 

(e) The provisions of this Section 6 shall survive the termination of Executive’s employment for any reason, including but not limited to, any termination other than for Cause.

 

7. Confidentiality; Intellectual Property.

 

(a) Confidentiality.

 

i. Executive will not, during the Employment Term or for a twelve (12) month period after Executive’s termination of employment with the Company, (x) retain; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside any Company Group member (other than (A) Executive’s professional advisers who are bound by confidentiality obligations, (B) in performance of Executive’s duties under Executive’s employment pursuant to customary industry practice, (C) in connection with any litigation proceedings for enforcement by Executive of Executive’s rights under this Agreement and (D) to Executive’s representatives who have a need to know such information for tax or financial reporting reasons), any non-public, proprietary or confidential information (in any form or medium, including text, digital or electronic) – including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other Company Group intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals (in any form or medium, tangible or intangible) – concerning the past, current or future business, activities and operations of an Company Group member and/or any third party that has disclosed or provided any of same to any Company Group member on a confidential basis (“Confidential Information”) without the prior written authorization of the Board. Executive will not during the Employment Term or for a twelve (12) month period after Executive’s termination of employment with the Company use any Confidential Information for the benefit, purposes or account of Executive or any other Person, other than in the performance of Executive’s duties under this Agreement.

 

 

ii. “Confidential Information” shall not include any information that is (A) generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (B) made available to Executive by a third party without breach of any confidentiality or other wrongful act of which Executive has knowledge; (C) required by law to be disclosed; provided, that with respect to subsection (C) Executive shall (to the extent legally permissible and reasonably practicable) give prompt written notice to the Company of such requirement, disclose no more information than is required, and reasonably cooperate with any attempts by any Company Group member to obtain a protective order or similar treatment; or (D) permitted to be disclosed pursuant to any organizational document of the Company Group.

 

iii. Except as required by law, Executive will not disclose to anyone, other than Executive’s family (it being understood that, in this Agreement, the term “family” refers to Executive, Executive’s spouse, spouse equivalent, children, parents, spouse’s parents and spouse equivalent’s parents) and advisors, the existence or contents of this Agreement; provided, that Executive (a) may disclose to any prospective future employer the existence of this Agreement including but not limited to the provisions of Section 6 and Section 7 of this Agreement and, (b) may disclose the existence or contents of this Agreement in connection with any litigation proceedings for enforcement by Executive of Executive’s rights under this Agreement (provided, that, in connection with any such litigation or proceedings not involving the Company Group or any of their Affiliates, Executive shall (to the extent legally permissible and reasonably practicable) disclose no more information than is required). This Section 7(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).

 

iv. Upon termination of Executive’s employment with the Company for any reason, Executive shall, upon the Company’s request, promptly destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information and nothing herein shall require Executive to destroy any computer records or files containing Confidential Information which Executive is required to maintain pursuant to applicable law or in connection with any litigation proceedings for enforcement by Executive of Executive’s rights under this Agreement; provided, that the provisions of this Agreement will continue to apply to such Confidential Information.

 

v. Nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with the U.S. federal, state or local governmental or law enforcement branch, agency or entity (or similar bodies of relevant foreign jurisdictions) (collectively, a “Governmental Entity”) with respect to possible violations of any applicable law or regulation, or from otherwise making disclosures to any Governmental Entity that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law, and nothing shall preclude Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower program. Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure.

 

 

vi. Pursuant to the Defend Trade Secrets Act of 2016, the Company and Executive hereby confirm, understand and acknowledges that Executive shall not be held criminally or civilly liable under any applicable federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made by Executive under seal. The Company and Executive hereby confirm, understand and acknowledge further that if Executive files a lawsuit for retaliation by an employee or for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order. Moreover, Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Except as required by applicable law, under no circumstance will Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company, without prior written consent of the Company’s General Counsel or other officer designated by the Company.

 

(b) Intellectual Property.

 

i. If Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, concepts, intellectual property, materials, trademarks or similar rights, documents or other work product (including without limitation, research, reports, software, algorithms, techniques, databases, systems, applications, presentations, textual works, content, improvements, or audiovisual materials), whether or not patentable or registrable under patent, trademark, copyright or similar laws (“Works”), either alone or with third parties, at any time during Executive’s employment by the Company Group members and within the scope of such employment (it being understood that, for the avoidance of doubt, the activities set forth on EXHIBIT II shall not be considered within the scope of such employment for the purposes of this Section 7) and/or with the use of any resources of any Company Group member or their respective Affiliates, which Works shall be “Company Group Works” (it being understood that, notwithstanding anything herein to the contrary, in no event shall (a) any invention, design, development, contribution to or improvement of any works of authorship, invention, concept, intellectual property, material, trademark or similar rights, documents or other work product (including without limitation, research, reports, software, algorithms, techniques, databases, systems, applications, presentations, textual works, content, improvements, or audiovisual materials), whether or not patentable or registrable under patent, trademark, copyright or similar laws, developed using the information and technologies contained in Exhibit III of this Agreement that not are competitive products of the Company Group (the “Executive Owned Works”), or (b) Executive’s name, likeness, image or any other rights of publicity be considered Company Group Works). Executive agrees that all such Company Group Works shall, as between the parties hereto, be the sole and exclusive property and intellectual property of the Company. Executive hereby irrevocably assigns, transfers and conveys (and agrees to so assign, transfer and convey), to the maximum extent permitted by applicable law, all of Executive’s right, title, and interest (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other intellectual property laws, and related laws) in any Company Group Works to the Company Group members to the extent ownership of any such rights does not vest originally in such Company Group members whether as a “work made for hire” or by virtue of the prior sentence. If Executive creates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Group Works, such records will remain, as between the parties hereto, the sole property and intellectual property of the Company Group at all times. For clarity, any activities by Executive using (x) Executive Owned Works, or (y) Executive’s name, likeness, image or any other rights of publicity are outside of the ordinary course of business of the Company Group, and shall not be considered within the scope of Executive’s employment for the purposes of this Section 7.

 

 

ii. Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the expense of any Company Group member (but without further remuneration) to assist the applicable Company Group member or its affiliates in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company Group members’ rights in the Company Group Works. Executive hereby designates and appoints the Company and its designees as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf and stead solely to the extent necessary to execute and file such documents necessary to allow the Company Group member or its affiliates to validate, maintain, protect, enforce, perfect, record, patent or register any of the Company Group members’ rights in the Company Group Works and solely to the extent Executive is unable or unwilling to do so. This power of attorney is irrevocable. Executive shall not knowingly take any actions inconsistent with the Company’s ownership rights set forth in this Section 7, including by filing to register any Company Group Works in Executive’s own name.

 

iii. Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any Company Group member or their respective Affiliates any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company Group that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest.

 

iv. Executive shall not use any Executive Owned Work in connection with Executive’s employment with the Company Group without prior written consent of the Company. If, in connection with Executive’s employment with the Company, Executive incorporates into any Company product, service or process any Executive Owned Work (or any portion of an Executive Owned Work), in any manner whatsoever, Executive grants the Company a non-exclusive, perpetual (or the maximum time period allowed by applicable law), sub-licensable, assignable, royalty-free right and worldwide license to use, modify, reproduce, reduce to practice, market, distribute, communicate and/or sell such Executive Owned Work or portion of such Executive Owned Work solely to the extent necessary for the Company to exploit such Company product, service or process. The Company, on behalf of itself and the other members of the Company Group, agrees that any and all Executive Owned Works shall, as between the parties hereto, be and remain the sole and exclusive property and intellectual property of Executive. For the avoidance of doubt, notwithstanding anything herein to the contrary, in no event shall any Executive Owned Works (or any portion thereof) be considered “Confidential Information” of the Company under this Agreement.

 

(c) The provisions of Section 7 hereof shall survive the termination of Executive’s employment for any reason (except as otherwise set forth in Section 7(a)(iii) hereof).

 

 

8. Specific Performance. Each Party acknowledges and agrees that remedies at law for a breach or threatened breach of any of the provisions of Section 6 and Section 7 of this Agreement may be inadequate and the Party may suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Each Party agrees that, in the event of such a material breach, in addition to any remedies at law, any member of the Company Group, without posting any bond, shall be entitled, in addition to any other remedy available at law or equity, to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

 

9. Miscellaneous.

 

(a) Indemnification; Directors’ and Officers’ Insurance. The Company shall indemnify and hold Executive harmless from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by Executive from the Company), claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever (collectively, “Claims and Expenses”), which may be imposed on, incurred by, or asserted at any time, against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of any Company Group member, or Executive’s service in any such capacity or similar capacity with an affiliate of the Company Group or other entity at the request of the Company Group; provided, that Executive shall not be entitled to indemnification hereunder against any Claims or Expenses that are finally adjudicated by a court of competent jurisdiction, and all appeals, to have resulted from any act or omission that (i) is a criminal act by Executive or (ii) constitutes fraud or willful misconduct by Executive. The Company shall pay the expenses (including reasonable legal fees and expenses and costs of investigation) incurred by Executive in defending any such claim, demand, action, suit or proceeding as such expenses are incurred by Executive and in advance of the final disposition of such matter; provided, that Executive undertakes to repay such expenses if it is determined by agreement between Executive and the Company or, in the absence of such an agreement, by a final judgment of a court of competent jurisdiction that Executive is not entitled to be indemnified by the Company Group. The Company (or other Company Group member) will maintain directors’ and officers’ liability insurance providing coverage in such scope and subject to such limits as the Company determines, in its discretion, is appropriate.

 

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of laws principles thereof that would direct the application of the law of any other jurisdiction.

 

(c) Jurisdiction; Venue. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in Clark County, Nevada over any suit, action or proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the federal or state courts of Clark County, Nevada. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 9(j).

 

 

(d) Entire Agreement; Amendments. This Agreement (including, without limitation, the exhibits attached hereto) contains the entire understanding of the parties with respect to the employment of Executive by any member of the Company Group, and supersedes all prior agreements and understandings between Executive and any member of the Company Group regarding the terms and conditions of Executive’s employment with the Company Group, the protections that exist under the terms of any applicable long term incentive plan (or any earned compensation, including under any retirement or deferred compensation plans), the Company’s 2023 Incentive Stock Plan and any other equity, option or warrant plan entered into between the Company and Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

 

(e) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

(f) Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided hereunder pursuant to Section 5, as applicable, following the Employment Term shall not be subject to set-off for amounts owed by Executive to any Company Group member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and such payments owed to Executive by the Company Group shall not be reduced by any compensation or benefits received from any subsequent employer, self-employment or other endeavor.

 

(g) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

 

(h) Assignment. This Agreement and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement shall automatically be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to all or substantially all of the then-business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Successor.

 

(i) Compliance with Code Section 409A.

 

i. The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest.

 

 

ii. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred for proposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations.

 

iii. Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, the Company determines that Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (x) six months and one day after such separation from service and (y) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified herein.

 

iv. Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including that (A) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year that follows the calendar year in which the applicable fees, expenses or other amounts were incurred; (B) the amount of expenses eligible for reimbursement, or in- kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (C) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit.

 

v. For purposes of Code Section 409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

 

 

(j) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

 

If to the Company:

 

OneMeta Inc.

450 S 400 East, Suite 200

Bountiful, Utah 84010

 

with a copy (which shall not constitute notice) to:

 

Rowland Day

465 Echo Bay Trail

Bigfork, Montana 59911

 

If to Executive:

 

Saul Leal

1210 Sunrise Place

Bountiful, Utah 84010

 

To the most recent address of Executive set forth in the personnel records of the Company.

 

(k) Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that Executive is not subject to any agreement with a previous employer that is unaffiliated with the Company Group that contains any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider of such previous, unaffiliated employer that would restrict the ability of Executive to perform Executive’s duties hereunder.

 

(l) Cooperation. Executive shall provide reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving any Company Group member (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by any Company Group member. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, the applicable Company Group member shall (i) use its reasonable efforts to minimize interruptions to Executive’s personal and professional schedule and (ii) pay Executive an agreeable amount for Executive’s time and (iii) reimburse Executive for all reasonable out-of-pocket expenses actually incurred by Executive in connection with such cooperation upon reasonable substantiation of such expenses. To the extent that the Company and Executive cannot reach agreement on an amount payable under Section 9(l)(ii), Executive will have no obligation to provide such cooperation.

 

(m) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. Any amounts so withheld shall be properly paid over to the appropriate government authority. The Company, and the Board shall indemnify, defend, and hold Executive harmless for any failure of the Company to properly withhold and pay over any such federal, state and local taxes.

 

(n) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

 

IN WITNESS WHEREOF, the parties herein have duly executed this Agreement as of the day and year first above written.

 

	ONEMETA INC.
	By:	/s/ Rowland Day
	Name:	Rowland Day
	Title:	President
	EXECUTIVE
	/s/ Saul Leal
	Saul Leal

 

 

EXHIBIT I

 

●	Company Car. Executive shall be entitled to a Company auto expense not to exceed $2,000 per month.

 

 

EXHIBIT II

 

Executive may engage in the following activities:

 

●

with the approval of the Board (which approval shall not be unreasonably withheld, conditioned or delayed), serve on the board of directors (or equivalent governing bodies) of other for-profit enterprises provided such companies are not a Competitive Business; and

 

●

During any annual year may engage in 3 (A) public speaking engagements, (B) publishing opportunities and/or (C) professional events or conferences, in each case, subject to the approval of the Board (which approval shall not be unreasonably withheld, conditioned or delayed) to the extent that such speaking engagements, publishing opportunities and events or conferences are outside of the ordinary course of business of the Company Group.

 

Executive shall be entitled to retain all fees or other payments earned in connection with the activities set forth on this Exhibit II.

 

 

EXHIBIT III

 

1.

General AI Technologies:

 

●

General-purpose language models

 

●

Chatbot frameworks

 

●

General NLP systems

 

●

AI model training platforms

 

●

General-purpose machine learning systems

 

2.

Voice Technologies:

 

●

Voice synthesis not materially related to the Company Group products and services

 

●

Voice cloning

 

●

Voice authentication

 

●

General speech recognition

 

●

Voice biometrics

 

3.

General Cognitive Services:

 

●

Text analysis

 

●

Sentiment analysis

 

●

Entity recognition

 

●

Content generation

 

●

Document understanding

 

●

Image processing

 

●

Computer vision

 

●

General audio processing

 

4.

Data Science & ML Platforms:

 

●

Machine learning frameworks

 

●

Model training systems

 

●

Data annotation platforms

 

●

Dataset management systems

 

●

ML ops platforms

 

 

EXHIBIT IV

 

Executive Metrics:

 

1.

Product Development & Innovation

 

●

New product launches

 

●

Technology milestones

 

●

Patent/IP portfolio growth

 

2.

Sales Performance

 

●

Revenue growth

 

●

Market expansion

 

●

Enterprise client acquisition

 

3.

Organizational Leadership

 

●

Employee retention

 

●

Culture metrics

 

●

Team growth/development

 

4.

Shareholder Confidence

 

●

Stock performance

 

●

Investor relations

 

●

Market positioning

 

 

 

Exhibit 10.6

 

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”) dated December 19, 2024 is by and between OneMeta Inc., a Nevada corporation (the “Company”) and Rowland Day (“Executive”). This Agreement shall become effect upon the completion of the initial public offering (the “Effective Date”).

 

RECITALS:

 

WHEREAS, the Company employs Executive as its Chairman, Chief Financial Officer, President, and Secretary; and

 

WHEREAS, the Company and Executive desire to enter into this Agreement, which embodies the terms of such employment.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

 

1. Term of Employment. Executive’s employment with the Company under this Agreement shall commence on the Effective Date and continue through the fifth anniversary of the Effective Date (the “Employment Term”); provided, however, the Employment Term shall be automatically extended for an additional one-year period commencing with the fifth anniversary of the Effective Date and, thereafter, on each such successive anniversary of the Effective Date (each, an “Extension Date”), unless the Company or Executive provides the other party at least 90 days’ prior written notice before the next Extension Date that the Employment Term shall not be so extended (a “Notice of Non-Renewal”).

 

2. Position, Duties, Authority, and Policies.

 

(a) Position. Executive shall serve as the Chairman, President, Chief Financial Officer (“CFO”) and Secretary of the Company. In such positions, Executive shall have such duties, functions, responsibilities and authority as shall be determined from time to time by the board of directors of the Company or its subsidiaries (the “Board”) and consistent with Executive’s positions and titles. Executive shall report directly to the Board. As a Co-Founder, Executive shall continue to serve on the board of directors of the Company or its subsidiaries (the “Company Group”). Until the Company has the funding and revenue to support the roles of CFO and President, as determined by the Board, Executive shall continue to serve as CFO and President. When the Company hires people or appoints other people to those roles, Executive shall cease to have those titles and responsibilities.

 

(b) Time Commitments. Executive will devote substantially all of Executive’s business time and efforts to the operation and oversight of the business of the Company Group and performance of Executive’s duties hereunder (excluding periods of vacation, approved time off or leave of absence) and will not, without the Company’s prior consent (which shall not be unreasonably withheld, conditioned or delayed), engage in any other business activities that conflict with Executive’s duties or services to the Company Group. Executive shall be subject to the terms and conditions of the Company Group’s employee policies and codes of conduct as in effect from time to time to the extent not inconsistent with this Agreement.

 

 

3. Compensation.

 

(a) Base Salary. Upon completion of the Company’s initial public offering (“IPO”) and during the Employment Term, the Company shall pay (or cause to be paid) to Executive a base salary at the annual rate of $300,000 (“Base Salary”), payable in regular installments in accordance with the usual payment practices of the Company Group. Executive’s Base Salary shall be subject to annual review and subject to increase, as may be determined from time to time in the sole discretion of the Board, but is not subject to decrease for any reason without Executives’ express written consent.

 

(b) Bonuses. During the Employment Term, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) based on the achievement of performance objectives and targets established annually by the Board or the compensation committee of the Board, in consultation with Executive as described in Exhibit IV of this Agreement. Additional bonuses may be granted by the Board to Executive in addition to the Annual Bonus, for services and results achieved by Executive. Any Annual Bonus shall be paid to Executive within two and one-half months after the end of the applicable fiscal year; provided, that if the applicable performance objectives and targets have not, if necessary, been verified by audit by such time, then the Annual Bonus, if any, shall be payable within 10 days following such verification, but not later than April 30 of such year (provided, that the Company shall use its reasonable best efforts to complete any such audit and pay such Annual Bonus as promptly as practicable). Any Annual Bonus in respect of any fiscal year in which Executive’s employment is terminated shall be as provided in Section 5.

 

4. Benefits.

 

(a) General. During the Employment Term, Executive shall be entitled to participate in the retirement, health and welfare benefit plans, practices, policies and arrangements of the Company Group as in effect from time to time (collectively, “Employee Benefits”), on terms and conditions no less favorable than each of the Employee Benefits are made available to any other senior executive of the Company Group (other than with respect to any terms and conditions specifically determined under this Agreement, the benefits for which shall be determined instead in accordance with this Agreement). For the avoidance of doubt, no new benefit plans shall be required to be adopted. Executive shall be entitled to the perquisites set forth on Exhibit I.

 

(b) Vacation. Executive shall be entitled to six weeks paid vacation pursuant to the applicable Company vacation policy, plan or regular practice, as may be modified from time to time.

 

(c) Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with its then-prevailing business expense policy (which shall include appropriate itemization and substantiation of expenses incurred); provided, that reimbursement for travel expenses incurred by Executive in the performance of Executive’s duties hereunder shall be made in accordance with the travel policy of the Company, which, with respect to Executive, shall be consistent with the travel policy in effect for Executive as of immediately prior to the Effective Date.

 

(d) Life Insurance. Within 60 days after the IPO, Company shall provide term life insurance in the amount of $2,000,000 in the form of “key man” insurance. Executive agrees that the primary beneficiaries shall be the Company 50%, spouse or estate of Executive 50%. Executive will obtain the spousal consent from his wife.

 

 

5. Termination and Severance.

 

(a) Voluntary Termination by Executive: Executive may terminate this Agreement for convenience at any time, for any reason, upon one hundred twenty (120) days written notice to the Company (the “Notice Period”). If Executive terminates this Agreement pursuant to this provision, the Company will pay Executive all accrued but unpaid Base Salary, all earned but unpaid bonuses, all employee benefits, and all unused vacation earned through the date of termination (“Accrued Compensation”) plus one times Executive’s Base Salary. Except for Executive’s entitlement to vested stock options and/or other vested retirement benefits, if any, Executive’s eligibility for benefits under any Employee Benefit Plan, other than COBRA, or pursuant to this Agreement shall cease on Employee’s last day of employment with the Company.

 

(b) Termination by the Company for Cause.

 

Termination for Cause/Definition. The Company may terminate this Agreement at any time for Cause. Upon termination by the Company for Cause, Executive shall only be entitled to his Accrued Compensation. “Cause” means any of the following:

 

	●	Executive’s conviction of material theft, embezzlement, any other serious crime or material act of dishonesty relating to his employment with the Company;
	●	Any conviction of a material violation of any law, rule, or regulation applicable to the Company, including, but not limited to, those established by the Securities and Exchange Commission, or any regulatory organization having jurisdiction or authority over Executive or the Company;
	●	Any failure by Executive, in a timely fashion, to inform the Company of any material violation of any law, rule or regulation by the Company or one of its direct or indirect subsidiaries, of which such violation Executive has actual knowledge;
	●	Executive’s willful and continued failure to substantially perform all his duties and obligations of employment (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not remedied within 60 days after receipt of written notice from the Company;
	●	Executive’s conviction of a felony having as its predicate element fraud, dishonesty, misappropriation, or moral turpitude.

 

 

(c) Termination by Executive for Good Reason.

 

(i) Termination for Good Reason/Definition. Executive may terminate this Agreement for Good Reason, after providing fifteen (15) days written notice to the Company, which identifies the Good Reason for Executive’s termination. The Company shall have an opportunity to cure the circumstances constituting Good Reason. In the event that the Company fails to cure the Good Reason and Executive terminates his employment for Good Reason, Executive shall receive, within twenty (20) business days of the termination date, (a) all Accrued Compensation as defined in Section 5, and (b) Additional Severance Compensation as defined in Section 5(h) of this Agreement. For the purposes of this Agreement, “Good Reason” means:

 

	●	A Change of Control; or
	●	Executive’s non-voluntary removal from his position as Chairman and/or Secretary, other than as provided in Section 5(b) for Cause, or by Executive’s death or disability (as defined in Sections 5(d) and 5(e) below) during the term of this Agreement; or
	●	A requirement by the Company that Executive cannot work remotely or must move to a different geographic location as a condition of continued employment in his current position; or
	●	The relocation by the Company of Executive’s primary workplace; or
	●	Failure by the Company to make any payment to Executive required to be made under the terms of this Agreement, if the breach is not cured within fifteen (15) days after Executive provides written notice to the Company that provides in reasonable detail the nature of the payment; or
	●	Failure by the Company to manage the Executive and his responsibilities in a manner consistent with what would be considered to be good faith or in such a manner that it would diminish or materially impact his ability to perform his role as Chairman and/or Secretary. Examples of failure to operate in good faith include but are not limited to: intentionally attempting to persuade or induce, directly or indirectly, the Executive to voluntarily terminate this agreement; providing false or misleading information (or knowingly failing to provide useful or relevant information) to the Executive with the intent to negatively affect the Executive’s performance or apparent judgment; or knowingly failing to provide the Executive with reasonable and customary support for the execution of his responsibilities, resulting in negatively affecting the Executive’s performance and or compensation. Examples of diminishing or materially impacting his ability to perform his role include but are not limited to: formal or informal demotion as the Chairman and/or Secretary or effective demotion disabling Executive to fulfil his duties; re-assignment to a subsidiary; or insufficient resources (funding, people, process, systems, etc.) to carry out the assigned responsibilities and duties.

 

(ii) Change of Control – Definition. As used herein, “Change of Control” shall mean a merger or consolidation with another entity in which the Company’s Co-Founders do not own more than 50% of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the Company’s assets.

 

(d) Termination Based on Executive’s Disability. The Company may terminate this Agreement, at any time, if the Board of Directors determines in good faith that Executive has sustained a “disability” as defined herein. For the purposes of this Agreement, Executive shall be deemed to have sustained a “disability” if he has been unable, due to a physical or mental impairment, to perform his duties for a period of more than one hundred twenty (120) days in any twelve (12) month period. Upon termination of this Agreement for disability, the Company shall pay Executive his Accrued Compensation through the date of termination plus the Additional Severance Compensation described in Section 5(h)(ii) of this Agreement.

 

(e) Death of Executive. Executive’s employment shall terminate automatically upon Executive’s death. Upon termination of this Agreement because of Executive’s death, the Company shall pay Executive’s spouse (or estate if spouse is deceased) Executive’s Accrued Compensation through the date of Executive’s death plus the Additional Severance Compensation described in Section 5(h)(ii) of this Agreement calculated at Executive’s Base Salary monthly rate at time of death, along with any additional compensation that would have been due through the end of quarter during which the death occurred.

 

 

(f) COBRA Eligibility. Regardless of the reason for termination, including voluntary resignation, if the Company is a COBRA-eligible employer at the time of termination of this Agreement and Executive’s employment, Executive’s rights to COBRA coverage shall be the same as any other terminating employee and governed by the then-existing COBRA statute. If Company is not COBRA-eligible, Company will include Employee in Health Insurance plan, in place for Employee and Employee’s spouse at time of termination, without lapse and for a period of 18 months following date of termination.

 

(g) Effect of Termination on Employment. Upon termination of this Agreement, regardless of the reason for termination, Executive’s employment shall also immediately terminate and cease, and any subsidiaries, if applicable, effective immediately upon the termination date. In addition, at the date of notification of termination, all access to the following shall be terminated, which includes but is not limited to: company computers, servers, accounts, bank accounts and other financial accounts will terminate. Executive will no longer be authorized to write or approve checks, or to send or approve payments of any kind, for any reason.

 

(h) Severance.

 

i. Severance in the Event of a Change in Control. If Executive terminates this Agreement for Good Reason due to a Change in Control, as provided in Section 5(c) of this Agreement, then Executive’s Additional Severance Compensation shall be four (4) times Executive’s Base Salary. Such severance shall be paid within ten (10) days immediately following change of control, in one lump sum to Executive.

 

ii. Severance in the Event of a Termination for “Good Reason” by Executive, or Disability, or Death of Executive. If the Executive terminates this agreement for “Good Reason” under Section 5(c) (but not for a “change in control”), Executive’s Additional Severance Compensation shall be three (3) times Executive’s Base Salary. If Executive’s termination is due to disability or death, Executive’s Additional Severance Compensation shall be two (2) times Executive’s Base Salary. Such severance shall be paid within ten (10) days of the Company receiving notice of Termination for Good Reason by Executive, or by Executive’s spouse, next of kin, or Executive’s medical provider if Executive is disabled, or by Executive’s estate upon the death of Executive.

 

iii. No Mitigation. The Severance Payments set forth in Section 5(h) shall not be reduced whether or not Executive obtains other employment

 

(i) Resignation from Company Board of Directors. If Executive is terminated by the Company for cause, Executive shall be deemed to have voluntarily resigned from the Company’s board of directors.

 

 

6. Restricted Activities. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and further acknowledges and recognizes that Executive has received, and will receive, Confidential Information (as defined below) and trade secrets of the Company Group, and accordingly agrees as follows:

 

(a) Non-Competition. During the Employment Term and during the Restricted Period, as defined here, within the Restricted Territory, as defined herein, Executive shall not:

 

i. engage in business that has artificial intelligence products and services that are substantially similar to or that is a Competitive Business of the Company Group; (iii); or (iv) start a new company, venture, or undertaking that would be a Competitive Business with the Company Group.

 

ii. become an officer or director, of a company that is a Competitive Business with the Company Group :

 

iii. interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Company Group and any of their clients, customers, suppliers, partners, members or investors.

 

iv. take an equity ownership position greater than five percent (5%) in an entity that is a Competitive Business of the Company Group. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of a Competing Business which is publicly traded on a national or regional stock exchange or on the over-the-counter-market if Executive does not, directly or indirectly, own 5% or more of any class of securities of such Person.

 

(b) Employee Non-Solicitation. During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf or in conjunction with any Person, directly or indirectly:

 

i. solicit or encourage any employee of the Company Group to leave the employment of the Company Group;

 

ii. hire or solicit for employment any employee who was employed by the Company Group as of the date of Executive’s termination of employment with the Company Group for any reason or who left the employment of the Company Group coincident with, or within one year prior to, the date of Executive’s termination of employment with the Company Group for any reason; or

 

iii. encourage any material consultant of the Company Group to cease working with the Company Group; and

 

(c) Non-Disparagement. During the Employment Term and following a termination of employment for any reason (i) Executive agrees not to make, or direct any other Person to make, any Disparaging Statement (as defined below) about the Company Group, (or any of their respective officers or directors) (it being understood that comments made in Executive’s good faith performance of Executive’s duties hereunder shall not be deemed disparaging or defamatory for purposes of this Agreement) and (ii) the Company shall instruct the members of the Board not to make, or direct any other Person to make, any Disparaging Statement about Executive. In addition, following the termination of Executive’s employment with the Company Group for any reason, the Company shall instruct the members of the Company Group’s management team and any other individual who is authorized to make any public statement on behalf of the Company Group not to make, or direct any other Person to make, any Disparaging Statement about Executive. For purposes of this Agreement, a “Disparaging Statement” shall mean any communication that defames or disparages or has the effect of defaming or disparaging.

 

 

(d) For purposes of this Agreement the following terms shall have the meanings provided herein.

 

i. A “Competitive Business” means companies primarily engaged in machine translation or voice-to-voice AI translation services.

 

ii. The “Restricted Period” means twelve (12) months following separation from the Company.

 

iii. The “Restricted Territory” means the United States and Canada.

 

(e) The provisions of this Section 6 shall survive the termination of Executive’s employment for any reason, including but not limited to, any termination other than for Cause.

 

7. Confidentiality; Intellectual Property.

 

(a) Confidentiality.

 

i. Executive will not, during the Employment Term or for a twelve (12) month period after Executive’s termination of employment with the Company, (x) retain; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside any Company Group member (other than (A) Executive’s professional advisers who are bound by confidentiality obligations, (B) in performance of Executive’s duties under Executive’s employment pursuant to customary industry practice, (C) in connection with any litigation proceedings for enforcement by Executive of Executive’s rights under this Agreement and (D) to Executive’s representatives who have a need to know such information for tax or financial reporting reasons), any non-public, proprietary or confidential information (in any form or medium, including text, digital or electronic) – including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other Company Group intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals (in any form or medium, tangible or intangible) – concerning the past, current or future business, activities and operations of an Company Group member and/or any third party that has disclosed or provided any of same to any Company Group member on a confidential basis (“Confidential Information”) without the prior written authorization of the Board. Executive will not during the Employment Term or for a twelve (12) month period after Executive’s termination of employment with the Company use any Confidential Information for the benefit, purposes or account of Executive or any other Person, other than in the performance of Executive’s duties under this Agreement.

 

 

ii. “Confidential Information” shall not include any information that is (A) generally known to the industry or the public other than as a result of Executive’s breach of this covenant; made available to Executive by a third party without breach of any confidentiality or other wrongful act of which Executive has knowledge; (C) required by law to be disclosed; provided, that with respect to subsection (C) Executive shall (to the extent legally permissible and reasonably practicable) give prompt written notice to the Company of such requirement, disclose no more information than is required, and reasonably cooperate with any attempts by any Company Group member to obtain a protective order or similar treatment; or (D) permitted to be disclosed pursuant to any organizational document of the Company Group.

 

iii. Except as required by law, Executive will not disclose to anyone, other than Executive’s family (it being understood that, in this Agreement, the term “family” refers to Executive, Executive’s spouse, spouse equivalent, children, parents, spouse’s parents and spouse equivalent’s parents) and advisors, the existence or contents of this Agreement; provided, that Executive

 

iv. may disclose to any prospective future employer the existence of this Agreement including but not limited to the provisions of Section 6 and Section 7 of this Agreement and, (b) may disclose the existence or contents of this Agreement in connection with any litigation proceedings for enforcement by Executive of Executive’s rights under this Agreement (provided, that, in connection with any such litigation or proceedings not involving the Company Group or any of their Affiliates, Executive shall (to the extent legally permissible and reasonably practicable) disclose no more information than is required). This Section 7(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).

 

v. Upon termination of Executive’s employment with the Company for any reason, Executive shall, upon the Company’s request, promptly destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information and nothing herein shall require Executive to destroy any computer records or files containing Confidential Information which Executive is required to maintain pursuant to applicable law or in connection with any litigation proceedings for enforcement by Executive of Executive’s rights under this Agreement; provided, that the provisions of this Agreement will continue to apply to such Confidential Information.

 

vi. Nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with the U.S. federal, state or local governmental or law enforcement branch, agency or entity (or similar bodies of relevant foreign jurisdictions) (collectively, a “Governmental Entity”) with respect to possible violations of any applicable law or regulation, or from otherwise making disclosures to any Governmental Entity that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law, and nothing shall preclude Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower program. Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure.

 

 

vii. Pursuant to the Defend Trade Secrets Act of 2016, the Company and Executive hereby confirm, understand and acknowledges that Executive shall not be held criminally or civilly liable under any applicable federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made by Executive under seal. The Company and Executive hereby confirm, understand and acknowledge further that if Executive files a lawsuit for retaliation by an employee or for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order. Moreover, Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Except as required by applicable law, under no circumstance will Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company, without prior written consent of the Company’s General Counsel or other officer designated by the Company.

 

(b) Intellectual Property.

 

i. If Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, concepts, intellectual property, materials, trademarks or similar rights, documents or other work product (including without limitation, research, reports, software, algorithms, techniques, databases, systems, applications, presentations, textual works, content, improvements, or audiovisual materials), whether or not patentable or registrable under patent, trademark, copyright or similar laws (“Works”), either alone or with third parties, at any time during Executive’s employment by the Company Group members and within the scope of such employment (it being understood that, for the avoidance of doubt, the activities set forth on EXHIBIT II shall not be considered within the scope of such employment for the purposes of this Section 7) and/or with the use of any resources of any Company Group member or their respective Affiliates, which Works shall be “Company Group Works” (it being understood that, notwithstanding anything herein to the contrary, in no event shall (a) any invention, design, development, contribution to or improvement of any works of authorship, invention, concept, intellectual property, material, trademark or similar rights, documents or other work product (including without limitation, research, reports, software, algorithms, techniques, databases, systems, applications, presentations, textual works, content, improvements, or audiovisual materials), whether or not patentable or registrable under patent, trademark, copyright or similar laws, developed using the information and technologies contained in Exhibit III of this Agreement that not are competitive products of the Company Group (the “Executive Owned Works”), or (b) Executive’s name, likeness, image or any other rights of publicity be considered Company Group Works). Executive agrees that all such Company Group Works shall, as between the parties hereto, be the sole and exclusive property and intellectual property of the Company. Executive hereby irrevocably assigns, transfers and conveys (and agrees to so assign, transfer and convey), to the maximum extent permitted by applicable law, all of Executive’s right, title, and interest (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other intellectual property laws, and related laws) in any Company Group Works to the Company Group members to the extent ownership of any such rights does not vest originally in such Company Group members whether as a “work made for hire” or by virtue of the prior sentence. If Executive creates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Group Works, such records will remain, as between the parties hereto, the sole property and intellectual property of the Company Group at all times. For clarity, any activities by Executive using (x) Executive Owned Works, or (y) Executive’s name, likeness, image or any other rights of publicity are outside of the ordinary course of business of the Company Group, and shall not be considered within the scope of Executive’s employment for the purposes of this Section 7.

 

 

ii. Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the expense of any Company Group member (but without further remuneration) to assist the applicable Company Group member or its affiliates in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company Group members’ rights in the Company Group Works. Executive hereby designates and appoints the Company and its designees as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf and stead solely to the extent necessary to execute and file such documents necessary to allow the Company Group member or its affiliates to validate, maintain, protect, enforce, perfect, record, patent or register any of the Company Group members’ rights in the Company Group Works and solely to the extent Executive is unable or unwilling to do so. This power of attorney is irrevocable. Executive shall not knowingly take any actions inconsistent with the Company’s ownership rights set forth in this Section 7, including by filing to register any Company Group Works in Executive’s own name.

 

iii. Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any Company Group member or their respective Affiliates any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company Group that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest.

 

(c) Executive shall not use any Executive Owned Work in connection with Executive’s employment with the Company Group without prior written consent of the Company. If, in connection with Executive’s employment with the Company, Executive incorporates into any Company product, service or process any Executive Owned Work (or any portion of an Executive Owned Work), in any manner whatsoever, Executive grants the Company a non-exclusive, perpetual (or the maximum time period allowed by applicable law), sub-licensable, assignable, royalty-free right and worldwide license to use, modify, reproduce, reduce to practice, market, distribute, communicate and/or sell such Executive Owned Work or portion of such Executive Owned Work solely to the extent necessary for the Company to exploit such Company product, service or process. The Company, on behalf of itself and the other members of the Company Group, agrees that any and all Executive Owned Works shall, as between the parties hereto, be and remain the sole and exclusive property and intellectual property of Executive. For the avoidance of doubt, notwithstanding anything herein to the contrary, in no event shall any Executive Owned Works (or any portion thereof) be considered “Confidential Information” of the Company under this Agreement. The provisions of Section 7 hereof shall survive the termination of Executive’s employment for any reason (except as otherwise set forth in Section 7(a)(iii) hereof).

 

 

8. Specific Performance. Each Party acknowledges and agrees that remedies at law for a breach or threatened breach of any of the provisions of Section 6 and Section 7 of this Agreement may be inadequate and the Party may suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Each Party agrees that, in the event of such a material breach, in addition to any remedies at law, any member of the Company Group, without posting any bond, shall be entitled, in addition to any other remedy available at law or equity, to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

 

9. Miscellaneous.

 

(a) Indemnification; Directors’ and Officers’ Insurance. The Company shall indemnify and hold Executive harmless from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by Executive from the Company), claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including reasonable and documented legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever (collectively, “Claims and Expenses”), which may be imposed on, incurred by, or asserted at any time, against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of any Company Group member, or Executive’s service in any such capacity or similar capacity with an affiliate of the Company Group or other entity at the request of the Company Group; provided, that Executive shall not be entitled to indemnification hereunder against any Claims or Expenses that are finally adjudicated by a court of competent jurisdiction, and all appeals, to have resulted from any act or omission that (i) is a criminal act by Executive or (ii) constitutes fraud or willful misconduct by Executive. The Company shall pay the expenses (including reasonable legal fees and expenses and costs of investigation) incurred by Executive in defending any such claim, demand, action, suit or proceeding as such expenses are incurred by Executive and in advance of the final disposition of such matter; provided, that Executive undertakes to repay such expenses if it is determined by agreement between Executive and the Company or, in the absence of such an agreement, by a final judgment of a court of competent jurisdiction that Executive is not entitled to be indemnified by the Company Group. The Company (or other Company Group member) will maintain directors’ and officers’ liability insurance providing coverage in such scope and subject to such limits as the Company determines, in its discretion, is appropriate.

 

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of laws principles thereof that would direct the application of the law of any other jurisdiction.

 

(c) Jurisdiction; Venue. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in Clark County, Nevada over any suit, action or proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the federal or state courts of Clark County, Nevada. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 9(j).

 

 

(d) Entire Agreement; Amendments. This Agreement (including, without limitation, the exhibits attached hereto) contains the entire understanding of the parties with respect to the employment of Executive by any member of the Company Group, and supersedes all prior agreements and understandings between Executive and any member of the Company Group regarding the terms and conditions of Executive’s employment with the Company Group, the protections that exist under the terms of any applicable long term incentive plan (or any earned compensation, including under any retirement or deferred compensation plans), the Company’s 2023 Incentive Stock Plan and any other equity, option or warrant plan entered into between the Company and Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement (including, without limitation, the exhibits attached hereto) may not be altered, modified, or amended except by written instrument signed by the parties hereto.

 

(e) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

(f) Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided hereunder pursuant to Section 5, as applicable, following the Employment Term shall not be subject to set-off for amounts owed by Executive to any Company Group member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and such payments owed to Executive by the Company Group shall not be reduced by any compensation or benefits received from any subsequent employer, self-employment or other endeavor.

 

(g) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

 

(h) Assignment. This Agreement and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement shall automatically be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to all or substantially all of the then-business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Successor.

 

(i) Compliance with Code Section 409A.

 

i. The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest.

 

 

ii. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred for proposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations.

 

iii. Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, the Company determines that Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (x) six months and one day after such separation from service and (y) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(i) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified herein.

 

iv. Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including that (A) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year that follows the calendar year in which the applicable fees, expenses or other amounts were incurred; (B) the amount of expenses eligible for reimbursement, or in- kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit.

 

v. For purposes of Code Section 409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

 

 

(j) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

 

If to the Company:

 

OneMeta Inc.

450 S 400 East, Suite 200

Bountiful, Utah 84010

 

with a copy (which shall not constitute notice) to:

 

Saul Leal

1210 Sunrise Place

Bountiful, Utah 84010

 

If to Executive:

 

Rowland Day

465 Echo Bay Trail Bigfork,

Montana 59911

 

To the most recent address of Executive set forth in the personnel records of the Company.

 

(k) Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of the terms of any employment agreement or other agreement or written policy to which Executive is a party or otherwise bound. Executive hereby further represents that Executive is not subject to any agreement with a previous employer that is unaffiliated with the Company Group that contains any restrictions on Executive’s ability to solicit, hire or engage any employee or other service provider of such previous, unaffiliated employer that would restrict the ability of Executive to perform Executive’s duties hereunder.

 

(l) Cooperation. Executive shall provide reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving any Company Group member (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by any Company Group member. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, the applicable Company Group member shall (i) use its reasonable efforts to minimize interruptions to Executive’s personal and professional schedule and (ii) pay Executive an agreeable amount for Executive’s time and (iii) reimburse Executive for all reasonable out-of-pocket expenses actually incurred by Executive in connection with such cooperation upon reasonable substantiation of such expenses. To the extent that the Company and Executive cannot reach agreement on an amount payable under Section 9(l)(ii), Executive will have no obligation to provide such cooperation.

 

(m) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. Any amounts so withheld shall be properly paid over to the appropriate government authority. The Company, and the Board shall indemnify, defend, and hold Executive harmless for any failure of the Company to properly withhold and pay over any such federal, state and local taxes.

 

(n) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

 

IN WITNESS WHEREOF, the parties herein have duly executed this Agreement as of the day and year first above written.

 

	ONEMETA INC.
	By:	/s/ Saul Leal
	Name:	Saul Leal
	Title:	CEO
	EXECUTIVE
	/s/ Rowland Day
	Rowland Day

 

 

EXHIBIT I

 

●	Company Car. Executive shall be entitled to a Company auto expense not to exceed $2,000 per month.

 

 

EXHIBIT II

 

Executive may engage in the following activities:

 

●

with the approval of the Board (which approval shall not be unreasonably withheld, conditioned or delayed), serve on the board of directors (or equivalent governing bodies) of other for-profit enterprises provided such companies are not a Competitive Business; and

 

●

During any annual year may engage in 3 (A) public speaking engagements, (B) publishing opportunities and/or (C) professional events or conferences, in each case, subject to the approval of the Board (which approval shall not be unreasonably withheld, conditioned or delayed) to the extent that such speaking engagements, publishing opportunities and events or conferences are outside of the ordinary course of business of the Company Group.

 

Executive shall be entitled to retain all fees or other payments earned in connection with the activities set forth on this Exhibit II.

 

 

EXHIBIT III

 

1.

General AI Technologies:

 

●

General-purpose language models

 

●

Chatbot frameworks

 

●

General NLP systems

 

●

AI model training platforms

 

●

General-purpose machine learning systems

 

2.

Voice Technologies:

 

●

Voice synthesis not materially related to the Company Group products and services

 

●

Voice cloning

 

●

Voice authentication

 

●

General speech recognition

 

●

Voice biometrics

 

3.

General Cognitive Services:

 

●

Text analysis

 

●

Sentiment analysis

 

●

Entity recognition

 

●

Content generation

 

●

Document understanding

 

●

Image processing

 

●

Computer vision

 

●

General audio processing

 

4.

Data Science & ML Platforms:

 

●

Machine learning frameworks

 

●

Model training systems

 

●

Data annotation platforms

 

●

Dataset management systems

 

●

ML ops platforms

 

 

EXHIBIT IV

 

Executive Metrics:

 

1.

Product Development & Innovation

 

●

New product launches

 

●

Technology milestones

 

●

Patent/IP portfolio growth

 

2.

Sales Performance

 

●

Revenue growth

 

●

Market expansion

 

●

Enterprise client acquisition

 

3.

Organizational Leadership

 

●

Employee retention

 

●

Culture metrics

 

●

Team growth/development

 

4.

Shareholder Confidence

 

●

Stock performance

 

●

Investor relations

 

●

Market positioning

 

 

 

Exhibit 21.1

 

Subsidiaries

 

Metalanguage Corp.

 

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the inclusion in this Registration Statement on Form S-1 of our report dated March 6, 2025, of OneMeta, Inc. relating to the audits of the financial statements for the years ended December 31, 2024 and 2023 and the reference to our firm under the caption “Experts” in the Registration Statement.

 

/s/ M&K CPAS, PLLC
The Woodlands, Texas

 

March 6, 2025

 

 

 

Exhibit 99.4

 

Consent to be Named as a Director Nominee

 

In connection with the filing by OneMeta Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to the Registration Statement and all amendments and supplements thereto.

 

Date:	March 5, 2025	By:	/s/ John Dalfonsi
			John Dalfonsi

 

 

Exhibit 99.5

 

Consent to be Named as a Director Nominee

 

In connection with the filing by OneMeta Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to the Registration Statement and all amendments and supplements thereto.

 

Date:	March 5, 2025	By:	/s/ Manoel Amorim
			Manoel Amorim

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

OneMeta Inc.

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type		Security Class Title		Fee Calculation Rule				Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price(2)				Fee Rate				Amount of Registration Fee(3)
Equity		Common stock, par value $0.001 per share(2)			Rule 457(o) and Rule 457(c)				-				-			$	12,000,000	(3)(4)		$	0.00015310			$	1,837.20	(4)
Equity		Pre-funded Warrants to purchase common stock			-				-				-				-	(5)			-
Equity		Shares of common stock issuable upon exercise of the Pre-funded Warrants			-				-				-				-				-
Equity		Representatives’ Warrants to purchase shares of common stock(6)			Rule 457(g)				-				-								-
Equity		Shares of common stock issuable upon exercise of the Representatives’ Warrants(7)			Rule 457(g)				-				-			$	750,000			$	0.00015310			$	114.83
Total Offering Amounts																								$	1,952.03
Total Fee Offsets																									–
Net Fee Due																								$	1,952.03

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(3)	Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.
(4)	Maximum aggregate offering price of $12,000,000 comprised of the sales of shares of common stock and the Pre-funded Warrants hereunder.
(5)	No separate fee is required pursuant to Rule 457(i) under the Securities Act. The Pre-funded Warrants are exercisable at an exercise price of $0.0001 per Pre-funded Warrant.
(6)	In accordance with Rule 457(g) under the Securities Act, because the shares of common stock of the registrant issuable upon exercise of the Representatives’ Warrants are registered hereby, no separate registration fee is required with respect to the Representatives’ Warrants registered hereby.
(7)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The Representatives’ Warrants is exercisable for shares of common stock at a per share exercise price equal to 125% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representatives’ Warrants is $750,000 which is equal to 125% of $600,000 (5% of the proposed maximum aggregate offering price for the shares of $12,000,000). Pursuant to Rule 416, the registrant is also registering an additional indeterminate number of shares of common stock that are issuable by reason of the anti-dilution provisions of the Representatives’ Warrants.

 

 

v3.25.0.1

Cover	12 Months Ended
	Dec. 31, 2024
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 2
Entity Registrant Name	ONEMETA INC.
Entity Central Index Key	0001388295
Entity Tax Identification Number	20-5150818
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	450 South 400 East
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Bountiful
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84010
City Area Code	(702)
Local Phone Number	550-0122
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	321 W. Winnie Ln. Ste. 104
Entity Address, City or Town	Carson City
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89703
City Area Code	(775)
Local Phone Number	884-2700
Contact Personnel Name	UniSearch, Inc.

v3.25.0.1

Balance Sheets - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 215,816	$ 1,129,935
Accounts receivable, net	5,000	6,935
Prepaid and other current assets	94,031	6,820
Total current assets	314,847	1,143,690
Total assets	314,847	1,143,690
Current liabilities:
Accounts payable	586,305	522,917
Convertible notes payable	650,000
Deferred revenue	700,000
Total current liabilities	2,999,667	1,025,919
Total liabilities	2,999,667	1,025,919
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, value
Common stock, $0.001 par value, 500,000,000 shares authorized, 37,790,943 and 32,995,460 shares issued and outstanding, respectively	37,791	32,996
Additional paid in capital	36,792,679	33,992,707
Accumulated deficit	(39,516,154)	(33,908,796)
Total stockholders’ equity (deficit)	(2,684,820)	117,771
Total liabilities and stockholders’ equity (deficit)	314,847	1,143,690
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, value	2	2
Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, value	862	862
Nonrelated Party [Member]
Current liabilities:
Accrued expenses	18,025
Related Party [Member]
Current liabilities:
Accrued expenses	501,822	281,012
Note payable, related party		221,990
Convertible notes payable	650,000
Senior secured promissory notes, related party	$ 543,515

v3.25.0.1

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, share issued	37,790,943	32,995,460
Common stock, shares outstanding	37,790,943	32,995,460
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	2,068	2,068
Preferred stock, shares outstanding	2,068	2,068
Series B-1 Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	8,619,420	8,619,420
Preferred stock, shares issued	8,619,420	8,619,420
Preferred stock, shares outstanding	8,619,420	8,619,420

v3.25.0.1

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenue	$ 31,304	$ 70,903
Total revenue	31,304	70,903
Operating expenses:
Research and development	896,899	757,267
General and administrative	2,937,425	4,074,187
Advertising and marketing	92,688	192,747
Legal and professional	625,957	464,930
Impairment expense		685,666
Total operating expenses	4,552,969	6,174,797
Loss from operations	(4,521,665)	(6,103,894)
Other expense:
Interest expense	(73,890)	(43,169)
Total other expense	(73,890)	(43,169)
Net loss	(4,595,555)	(6,147,063)
Deemed dividend
Common stock dividend	(1,011,803)
Net loss available to common shareholders	$ (5,607,358)	$ (6,147,063)
Net loss per common share:
Basic	$ (0.17)	$ (0.22)
Diluted	$ (0.17)	$ (0.22)
Weighted average common shares outstanding:
Basic	33,883,019	28,546,287
Diluted	33,883,019	28,546,287

v3.25.0.1

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B-1 Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 2		$ 24,984	$ 24,156,001	$ (27,761,733)	$ (3,580,746)
Temporary equity balance, shares at Dec. 31, 2022		5,673,346
Temporary equity balance, value at Dec. 31, 2022		$ 4,016,616
Balance, shares at Dec. 31, 2022	2,068		24,983,593
Common shares issued for cash			$ 6,023	3,101,097		$ 3,107,120
Common shares issued for cash, shares			6,023,067			6,023,067
Stock based compensation			$ 216	144,787		$ 145,003
Stock based compensation, shares			216,000
Contributed capital				351,459		351,459
Imputed interest				6,660		6,660
Stock based compensation			$ 1,773	131,187		132,960
Temporary equity stock based compensation, shares		2,946,074
Temporary equity stock based compensation		$ 2,085,762
Stock based compensation, shares			1,772,800
Reclassification of mezzanine equity		$ 862		6,101,516		6,102,378
Temporary equity reclassification of mezzanine equity, shares		(8,619,420)
Temporary equity reclassification of mezzanine equity		$ (6,102,378)
Reclassification of mezzanine equity, shares		8,619,420
Net loss					(6,147,063)	(6,147,063)
Balance at Dec. 31, 2023	$ 2	$ 862	$ 32,996	33,992,707	(33,908,796)	117,771
Temporary equity balance, shares at Dec. 31, 2023
Temporary equity balance, value at Dec. 31, 2023
Balance, shares at Dec. 31, 2023	2,068	8,619,420	32,995,460
Common shares issued for cash			$ 969	724,631		$ 725,600
Common shares issued for cash, shares			969,500			969,500
Stock based compensation			$ 1,500	1,055,791		$ 1,057,291
Stock based compensation, shares			1,500,000
Contributed capital				4,448		4,448
Imputed interest				5,625		5,625
Net loss					(4,595,555)	(4,595,555)
Deemed dividend			$ 2,326	1,009,477	(1,011,803)
Deemed dividend, shares			2,325,983
Balance at Dec. 31, 2024	$ 2	$ 862	$ 37,791	$ 36,792,679	$ (39,516,154)	$ (2,684,820)
Temporary equity balance, shares at Dec. 31, 2024
Temporary equity balance, value at Dec. 31, 2024
Balance, shares at Dec. 31, 2024	2,068	8,619,420	37,790,943

v3.25.0.1

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (4,595,555)	$ (6,147,063)
Adjustment to reconcile net loss to cash used in operating activities:
Imputed interest	5,625	6,660
Additional shares issued for prior year software acquisition		2,218,722
Stock based compensation	1,057,291	145,003
Amortization		391,809
Impairment expense		685,666
Net change in:
Accounts receivable	1,935	(6,935)
Prepaid and other current assets	(87,211)	(6,820)
Accounts payable	388,769	614,986
Accrued expenses	18,025
Accrued expenses, related party	(100,123)	(279,916)
Deferred revenue	700,000
CASH FLOWS USED IN OPERATING ACTIVITIES	(2,611,244)	(2,377,888)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Reparyment of related party note	(221,990)
Proceeds from convertible notes	650,000
Proceeds from related party advances	72,000
Payment of related party advances	(72,000)
Proceeds from senior secured promissory notes, related party	643,000
Payment to senior secured promissory notes, related party	(99,485)
Proceeds from issuance of common shares	725,600	3,107,120
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	1,697,125	3,107,120
NET CHANGE IN CASH	(914,119)	729,232
Cash, beginning of period	1,129,935	400,703
Cash, end of period	215,816	1,129,935
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	42,526
Cash paid for income taxes
NON-CASH TRANSACTIONS
Expenses paid on the Company’s behalf	325,381	469,952
Deemed dividend	1,011,803
Reclassification of mezzanine equity		6,102,378
Contributed capital	$ 4,448	$ 351,459

v3.25.0.1

Basis of Presentation	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Note 1. Basis of Presentation   The accompanying audited financial statements of OneMeta Inc. (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). The Company’s fiscal year end is December 31.   OneMeta was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On July 10, 2022, the Company’s name was changed to OneMeta AI. On June 20, 2023, the Company’s name was changed to OneMeta Inc.

v3.25.0.1

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies   Use of Estimates   In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of stock-based compensation and long-term customer contracts.   Cash and Cash Equivalents   Cash equivalents include all highly liquid investments with original maturities of three months or less.   Accounts Receivable   Accounts receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per year, past experience, review of customer profiles and the aging of receivable balances. As of December 31, 2024 and 2023, there was $1,160 and $0 of allowance for credit losses, respectively.   Property and Equipment   Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows:  Schedule of Property and Equipment      Estimated Category   Useful Lives Building and improvements   3 years   Intangible Assets, and Long-Lived Assets   The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense of $685,666.   Related Parties   The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.   Fair Value of Financial Instruments   The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.   Revenue Recognition   The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:   ● Identification of the contract with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, the Company satisfies a performance obligation     We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software.   We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.   Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient.   Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed.   Disaggregation of revenues   The Company disaggregates revenue between subscription and license revenue and training and education revenue.  Schedule of Disaggregation of Revenue      12/31/2024     12/31/2023       For the Years Ended       12/31/2024     12/31/2023                 Subscription and license   $ 27,804     $ 54,483   Training and education     3,500       16,420   Total Revenue   $ 31,304     $ 70,903     Deferred Revenue   Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. On October 8, 2024, the Company entered into an OEM Agreement to provide OEM Solutions hosting consisting of over-the-phone consecutive AI language translation solutions. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. The Company identified three separate performance obligations within the contract. The performance obligations are OEM Solution service, professional services and technical support. The OEM Solution revenue is recognized based on a per-minute rate while the professional services and technical support revenue is recognized based on a per hour rate. The Company expects the $700,000 credit to be used mainly by OEM Solution and professional services. As of December 31, 2024, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following twelve months. As of December 31, 2024 and 2023, deferred revenue was $700,000 and $0, respectively.   Stock-Based Compensation   All stock-based awards to employees and non-employee contractors, including any grants of stock and stock options, are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Stock based awards to non-employees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date.     Basic and Diluted Loss Per Share   Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined by using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31, 2024 and 2023, reflected in the accompanying statement of operations.   Segments Reporting   The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.   Recent Accounting Pronouncements   In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. We adopted ASU No. 2023-07 during the year ended December 31, 2024.

v3.25.0.1

Going Concern	12 Months Ended
	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3. Going Concern   These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of December 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Where the anticipated offering is unsuccessful, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements. Management is seeking to obtain additional funds by equity financing and or related party advances, however, there is no assurance of additional funding being available.

v3.25.0.1

Software	12 Months Ended
	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Software	Note 4. Software   On June 30, 2022, the Company entered into an acquisition agreement with Metalanguage Corp. Per the acquisition agreement, the Company acquired all the shares of Metalanguage Corp.  Per the acquisition agreement, the purchase price is comprised of $210,000 cash, 1,363,636 shares of Series B-1 Preferred Stock and the right to receive contingent consideration in the form of equity. The contingent consideration for the acquisition is comprised of 1,363,637 shares of Series B-1 Preferred Stock, which shall be held in escrow and will be issued upon the Company achieving sales of $5 million within 12 consecutive months prior to December 31, 2027. The day one contingent liability is $0 since the probability of achieving $5 million in sales within twelve consecutive months is low but will be re-evaluated in future periods.   The total purchase price for the acquisition was determined to be $1,175,427 which consisted of $210,000 cash paid and 1,363,636 shares of Series B-1 Preferred Stock valued at the redemption value of $0.70798 per share with a fair value of $965,427. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as software on the balance sheet. The Company estimated the useful life of the software acquired and purchased to be 3 years. During the years ended December 31, 2023, the Company recorded $391,809 of amortization expense related to the software. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense of $685,666. As of December 31, 2024 and 2023, the software balance, net of amortization was $0.

v3.25.0.1

Related Party Transactions	12 Months Ended
	Dec. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 5. Related Party Transactions     Advances, related party   During the year ended December 31, 2024, Mr. Day advanced the Company $72,000 and was repaid $72,000. The advances are unsecured, non-interest bearing and are payable on demand. As of December 31, 2024, the related party advances balance owed to Mr. Day was $0.   Expense paid on the Company’s behalf   During the year ending December 31, 2024, the CFO and CEO paid $316,519 and $8,862 of expenses on the Company’s behalf and was repaid $266,235 and $8,862, respectively. During the year ending December 31, 2023, the CFO paid $469,952 of expenses on the Company’s behalf and was repaid $479,425. As of December 31, 2024 and 2023, the balance owed to Mr. Day was $54,621 and $4,337, respectively.   Founder note   Rowland Day, the Company’s prior CEO, agreed to provide the necessary working capital for the Company’s business. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5% and is convertible into Series B-1 Preferred Stock at the rate of $0.10 per share. During the years ended December 31, 2024 and 2023, the Company recorded imputed interest expense of $5,625 and $6,660, respectively. On October 1, 2023, Mr. Day agreed to waive the convertible feature on the note payable. During the year ended December 31, 2024, the Company paid $221,990 of the related party principal and the accrued interest of $42,525. As of December 31, 2024, the related party note payable principal balance was $0 and the related accrued interest was $0. As of December 31, 2023, the note payable, related party principal balance was $221,990, with accrued interest of $33,299.   Common and Series B-1 Preferred stock issuances   On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 1,772,800 shares of common stock and 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, as stock-based compensation. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.   Accrued salary and interest   On October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to settle all accrued salary and interest for service provided prior to the September 1, 2022. As a result, the Company recorded the settlement of $351,459 as a contribution to capital during the year ended December 31, 2023. As of December 31, 2024, the accrued related party salary and accrued interest expense was $364,500 and $23,121. As of December 31, 2023, the accrued related party salary and accrued interest expense was $230,000 and $13,377.   Senior secured notes payable   On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. During the year ended December 31, 2024, the Company paid $85,485 of the secured promissory note principal. On February 25, 2025, the note maturity was extended to April 11, 2025.     On June 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $216,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.   On August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.   On August 27, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $5,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on October 31, 2024. On February 25, 2025, the note maturity was extended to April 11, 2025.   On September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $23,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.   On October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.     On November 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $14,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on January 31, 2025. During the year ended December 31, 2024, the Company paid $14,000 of the secured promissory note principal.   For all of the secured promissory notes payable with the Lender, to secure the prompt and complete payment of all secured obligations, for value received and pursuant to the notes, the Grantor hereby grants, assigns and transfers to the Lender a security interest in and to all of the Grantor’s assets. At the time any Collateral becomes subject to a security interest of the Lender hereunder, unless the Lender shall otherwise consent, the Grantor shall be deemed to have represented and warranted that (a) the Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of the Lender.   As of December 31, 2024, the related party senior secured promissory notes payable principal balance was $543,515 with accrued interest of $43,853.

v3.25.0.1

Convertible Notes Payable	12 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
Convertible Notes Payable	Note 6. Convertible Notes Payable    In December 2024, the Company issued convertible notes payable to three investors in exchange for $650,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates. As of December 31, 2024, the convertible notes payable principal balance was $650,000.

v3.25.0.1

Equity	12 Months Ended
	Dec. 31, 2024
Equity [Abstract]
Equity	Note 7. Equity   The Company is currently authorized to issue up to 500,000,000 shares of common stock with a par value of $0.001. In addition, The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.   On May 1, 2023, the Company amended their articles of incorporation to increase the authorized B-1 preferred shares to 8,619,420 shares.   Common Stock   2024   During the year ended December 31, 2024, the Company issued 969,500 shares of common stock for cash and collected $725,600.     During the year ended December 31, 2024, the Company issued 1,500,000 shares of common stock to a consultant for service that were valued at $652,500.   One November 25, 2024, the Board approved the issuance of additional 2,325,983 shares of common stock to shareholders. The shares were issued to shareholders who previously entered into subscription agreements with the Company. This issuance was recorded as a deemed dividend and valued at $1,011,803.   2023   During the year ended December 31, 2023, the Company issued 6,023,067 shares of common stock for cash and collected $3,107,120.   During the year ended December 31, 2023, the Company issuance of 216,000 shares of common stock to consultants for services provided that were valued at $83,434.   On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for additional stock-based compensation to be paid to Mr. Leal in connection with the Company’s acquisition of Metalanguage from Mr. Leal and in consideration of Mr. Leal’s importance in continuing to lead and expand the Company’s business on a post-acquisition basis. The Addendum provided for the additional issuance of 1,772,800 shares of common stock with a fair value of $132,960 and the issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, which was recorded as stock-based compensation during the period issued and expensed immediately. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.   Preferred Stock   Under our Articles of Incorporation, we are authorized to issue up to 2,068 shares of Series A Preferred Stock and up to 8,619,420 of Series B-1 Preferred Stock, each with par value of $0.001. The Series B-1 Preferred Stock is comprised solely of Series B-1 Preferred Stock.   Series A Preferred Stock   The Series A Preferred Stock has liquidation and dividend preferences. Each share of Series A has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis. As of December 31, 2024 and December 31, 2023, there are 2,068 shares of Series A-1 issued and outstanding.   Series B-1 Preferred Stock   The Series B -1 Preferred Stock (“Series B-1”) has liquidation and dividend preferences. Each share of Series B-1 Preferred Stock has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock the series of preferred shares are convertible into. Each share is convertible on a 1 to 11 common share basis. Our Articles of Incorporation include covenants requiring 51% of the outstanding votes of the series of stock to amend or repeal any incorporation documents that would alter the rights or preferences of the Series B-1 Preferred Stock, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1 Preferred Stock, amend the company’s bylaws, or enter into a transaction that would result in a change in control. Series B-1 Preferred Stock was included in mezzanine equity on the balance sheet, because it was convertible at the redemption value into a variable number of shares. On September 30, 2023, the Company amended its Articles of Incorporation to remove the redemption right of the Series B-1 Preferred Stock, which was subsequently reclassified from mezzanine equity to permanent equity on the Company’s balance sheet.   On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal as stock-based compensation. The shares were valued at $2,085,762 and recorded as stock-based compensation during the period issued. As of December 31, 2024 and 2023, there are 8,619,420 shares of Series B-1 issued and outstanding.       Stock Warrants   During the year ended December 31, 2023, the Company issued 350,000 common stock warrants in conjunction with stock purchase agreements. The warrants have a 5-year term and an exercise price range from $1.00 - $2.00. The common stock warrants have a relative fair value of $72,785. The Company valued the warrants using the Black-Scholes model with the with the following range of key assumptions: Stock price $0.167 - $0.40, Exercise price $1.00 - $2.00, Term 5 years, Volatility 169.90% – 172.74% , Discount rate 3.91% – 4.27% and a Dividend yield of 0%.   The following table summarizes the stock warrant activity for the years ended December 31, 2024 and 2023:   Schedule of Warrant Outstanding     Warrants      Weighted-Average Exercise Price Per Share   Outstanding, December 31, 2022     78,750     $ 0.50   Granted     350,000       1.29   Exercised     –       –   Forfeited     –       –   Expired     (78,750 )     0.50   Outstanding, December 31, 2023     350,000       1.29   Granted     –       –   Exercised     –       –   Forfeited     –       –   Expired     –       –   Outstanding, December 31, 2024     350,000     $ 1.29     As of December 31, 2024, the outstanding and exercisable warrants have a weighted average remaining term of 3.31 with intrinsic value of $50,000.   Stock Options   2024   On January 24, 2024, the board of directors approved the issuance of 750,000 options to a director. The options have a ten-year term at an exercise price of $0.51 and vest in 4 equal annual instalments beginning one year from the issuance date. The total fair value of these option grants at issuance was $368,386. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 6.25 years, Volatility 162.68% and Discount rate 4.14%.   On August 5, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a five-year term at an exercise price of $0.51. The options vest as follows: (i) 50,000 options will become vested and exercisable with respect to 3,125 shares on December 31, 2024, and 3,125 shares at the end of each calendar quarter for years 2025, 2026, 2027, and ending on September 30, 2028, until the 50,000 Options are 100% vested (ii) 12,500 Options will vest over four years on an annual basis when the Participant exceeds annual sales objectives established by the Company for years 2025, 2026, 2027, and 2028, for a total of 50,000 Options. Participant’s sales objectives for the following calendar year will be set by November 15 of the prior year. The total fair value of these option grants at issuance was $43,894. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 3.75 and 5 years, Volatility 120.76% and 167.38% and Discount rate 3.62%.   On August 19, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a five-year term at an exercise price of $0.51. The Option will become vested and exercisable with respect to 7,500 shares on December 31, 2024, and 7,500 shares at the end of each calendar quarter for years 2025, 2026, 2027 and ending on September 30, 2028. The total fair value of these option grants at issuance was $52,021. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.57, Exercise price $0.57, Term 3.75 years, Volatility 117.27% and Discount rate 3.75%.     On October 29, 2024, the board of directors approved the issuance of 1,200,000 options to an employee. The options expire on March 28, 2029 and have an exercise price of $0.75. 75,000 Options are fully vested and 525,000 Options will become vested and exercisable with respect to 37,500 shares on the last day of each calendar quarter beginning December 31, 2024, and ending on September 30, 2028, until 525,000 Option Shares are 100% vested. For a period of four years beginning October 1, 2024, ending September 30, 2025; October 1, 2025, ending September 30, 2026; October 1, 2026 ending September 30, 2027; and October 1, 2027 ending September 30, 2028, 150,000 Option Shares will vest (subject to meeting certain total new bookings) on September 30 of each year, beginning September 30, 2025. Vesting for each 12-month term is contingent upon Participant exceeding a minimum amount of total new bookings as determined by the Company’s board of directors or their designee. For the first term ending on September 30, 2025, Participant must exceed $5 million of total new bookings for the first vesting of 150,000 Option Shares. The total fair value of these option grants at issuance was $387,206. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.43, Exercise price $0.75, Term 4.21 and 4.41 years, Volatility 120.02% and 122.74 and Discount rate 4.38%.   On November 26, 2024, the Company amended the October 29, 2024 option issuance to change the exercise price to $0.41 per commons stock share and to extend the expiration of the options to October 1, 2029. The Company calculated the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The total incremental fair value of the modified awards was $67,171.   During the year ended December 31, 2024, the Company recognized $404,791 of expense related to outstanding stock options.   2023   On June 5, 2023, the Company issued 400,000 options to an employee. The options have a five-year term at an exercise price of $0.17. The options vest at 10% over a four-year period in equal installments on each of the succeeding four anniversary dates. The remaining 240,000 options vest upon the Company attaining a $60,000,000 run rate by December 31, 2025. The total fair value of these option grants at issuance was $62,002.   On August 25, 2023, the Company issued 125,000 options to an employee. The options have a three-month term at an exercise price of $0.40 and vest upon issuance. On November 24, 2023, the options expired. The total fair value of these option grants at issuance was $3,850.   On October 1, 2023, the Company issued 45,000 options to an advisory board member. The options have a five-year term at an exercise price of $0.27 and vest upon issuance. The total fair value of these option grants at issuance was $11,572.   On October 11, 2023, the Company issued 550,000 options to an advisory board member. The options have a five-year term at an exercise price of $0.57. The options vest as follows: (i) 25,000 options on each of January 31, April 30, July 31, and October 31 for the years 2024 and 2025; (ii) 50,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $5,000,000 by June 30, 2024; (iii) 100,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $20,000,000 by June 30, 2025; and (iv) 200,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $40,000,000 by June 30, 2026. The total fair value of these option grants at issuance was $298,275.   On December 16, 2023, the Company issued 1,000,000 options to a director. The options have a ten-year term at an exercise price of $0.57. The options vest over a four-year period in equal installments on each of the succeeding four anniversary dates. The total fair value of these option grants at issuance was $397,140.   During the year ended December 31, 2023, the Company issued 1,650,000 common stock options to consultants and a director. The options have a term ranging from three to five years with exercise prices ranging from $0.40 - $0.75. Of the 1,650,000 options, 100,000 options vest upon issuance and 1,550,000 options vest 20% at issuance and 80% over a four year period in equal installments on each of the succeeding four anniversary dates. The total fair value of these option grants at issuance was $611,764.     The Company valued the stock options using the Black-Scholes model with the following range of key assumptions: Stock price $0.17 - $0.57, Exercise price $0.27 - $0.75, Term 0.25 - 5 years, Volatility 76.64% – 172.88% and Discount rate 2.01% – 4.60%.   During the year ended December 31, 2023, the Company recognized $61,569 of expense related to outstanding stock options.   The following table summarizes the stock option activity for the years ended December 31, 2024 and 2023:   Schedule of Stock Options     Options      Weighted-Average Exercise Price Per Share   Outstanding, December 31, 2022     –     $ –   Granted     3,370,000       0.43   Exercised     –       –   Forfeited     –       –   Expired     (125,000 )     0.40   Outstanding, December 31, 2023     3,645,000       0.43   Granted     2,170,000       0.46   Exercised     –       –   Forfeited     (1,400,000 )     0.33   Expired     –       –   Outstanding, December 31, 2024     4,415,000     $ 0.46   Exercisable, December 31, 2024     1,008,125     $ 0.45     As of December 31, 2024 the outstanding and exercisable options have a weighted average remaining term of 5.00 with $757,606 intrinsic value.

v3.25.0.1

Commitments and Obligations	12 Months Ended
	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Obligations	Note 8: Commitments and Obligations   On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement (the “Agreement”) with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non-sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the Agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers.   One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party.     On October 8, 2024, the Company entered into an OEM Agreement (the “Agreement”) with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel, whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. NICE is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language translation solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The agreement has an initial term of three years and will automatically renew for additional periods of one year. Additionally, the Company will continue to provide support to NICE for a period of five years following termination or expiration of the agreement. The agreement also has an exclusivity period of eighteen months. During the exclusivity period, NICE shall not develop or make its own native over-the-phone consecutive AI language translation solution, nor shall NICE OEM a competitive over-the-phone consecutive AI language translation solution, where such solution is embedded within the NICE Product. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. As of December 31, 2024, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following twelve months.

v3.25.0.1

Income Tax	12 Months Ended
	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Income Tax	Note 9. Income Tax   The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:     Schedule of Income Tax Rate Reconciliation     Year Ended     Year Ended       December 31,     December 31,       2024     2023   Income tax benefit computed at the statutory rate   $ 965,000     $ 1,291,000   Tax effect of:                 True-up and non-deductible expenses     (422,000 )     1,952,000   Change in valuation allowance     (543,000 )     (3,243,000 ) Provision for income taxes   $ –     $ –     Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows:    Schedule of Deferred Tax Assets and Liabilities     As of     As of       December 31,     December 31,       2024     2023   Deferred income tax assets                 Net operating losses   $ 4,069,000     $ 3,525,000   Valuation allowance     (4,069,000 )     (3,525,000 ) Net deferred income tax assets   $ –     $ –     The Company has an operating loss carry forward of approximately $19,375,000.

v3.25.0.1

Subsequent Events	12 Months Ended
	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 10. Subsequent Events   In December 2024, The Company entered into employment agreements with Mr. Leal and Mr. Day, each of which will become effective as of the effective date of the anticipated registration statement. Pursuant to the employment agreements, Mr. Day has agreed to serve as President, Chief Financial Officer, Secretary, Chief Legal Officer and Chairman of the Board of the Company and Mr. Leal has agreed to serve as Chief Executive Officer and as a Director for five years from the effective date in consideration for an annualized salary of $300,000, payable in regular installments in accordance with the usual payment practices of the Company. The employment agreements contemplate annual bonus awards based on the achievement of performance objectives and targets established annually by the Board of Directors and possible additional bonuses for services and results achieved by Mr. Day and Mr. Leal.   In February 2024, the Company issued convertible notes payable to two investors in exchange for $250,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.     On February 6, 2025, the Company issued a convertible note payable to a related party, Roy Chestnutt, director and audit committee member, in exchange for $50,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.   On February 24, 2025 and February 26, 2025, the Company issued convertible notes payable to two related parties, sons of Manoel Amorim, an independent director nominee, in aggregate principal amount of $50,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.   On February 27, 2025, Rowland Day agreed to extend the maturity date on all of his outstanding secured promissory notes payable to April 11, 2025.

v3.25.0.1

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates   In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of stock-based compensation and long-term customer contracts.
Cash and Cash Equivalents	Cash and Cash Equivalents   Cash equivalents include all highly liquid investments with original maturities of three months or less.
Accounts Receivable	Accounts Receivable   Accounts receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per year, past experience, review of customer profiles and the aging of receivable balances. As of December 31, 2024 and 2023, there was $1,160 and $0 of allowance for credit losses, respectively.
Property and Equipment	Property and Equipment   Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows:  Schedule of Property and Equipment      Estimated Category   Useful Lives Building and improvements   3 years
Intangible Assets, and Long-Lived Assets	Intangible Assets, and Long-Lived Assets   The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense of $685,666.
Related Parties	Related Parties   The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.
Revenue Recognition	Revenue Recognition   The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:   ● Identification of the contract with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, the Company satisfies a performance obligation     We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software.   We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.   Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient.   Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed.   Disaggregation of revenues   The Company disaggregates revenue between subscription and license revenue and training and education revenue.  Schedule of Disaggregation of Revenue      12/31/2024     12/31/2023       For the Years Ended       12/31/2024     12/31/2023                 Subscription and license   $ 27,804     $ 54,483   Training and education     3,500       16,420   Total Revenue   $ 31,304     $ 70,903     Deferred Revenue   Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. On October 8, 2024, the Company entered into an OEM Agreement to provide OEM Solutions hosting consisting of over-the-phone consecutive AI language translation solutions. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. The Company identified three separate performance obligations within the contract. The performance obligations are OEM Solution service, professional services and technical support. The OEM Solution revenue is recognized based on a per-minute rate while the professional services and technical support revenue is recognized based on a per hour rate. The Company expects the $700,000 credit to be used mainly by OEM Solution and professional services. As of December 31, 2024, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following twelve months. As of December 31, 2024 and 2023, deferred revenue was $700,000 and $0, respectively.
Stock-Based Compensation	Stock-Based Compensation   All stock-based awards to employees and non-employee contractors, including any grants of stock and stock options, are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Stock based awards to non-employees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share   Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined by using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31, 2024 and 2023, reflected in the accompanying statement of operations.
Segments Reporting	Segments Reporting   The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. We adopted ASU No. 2023-07 during the year ended December 31, 2024.

v3.25.0.1

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Schedule of Property and Equipment	Schedule of Property and Equipment      Estimated Category   Useful Lives Building and improvements   3 years
Schedule of Disaggregation of Revenue	The Company disaggregates revenue between subscription and license revenue and training and education revenue.  Schedule of Disaggregation of Revenue      12/31/2024     12/31/2023       For the Years Ended       12/31/2024     12/31/2023                 Subscription and license   $ 27,804     $ 54,483   Training and education     3,500       16,420   Total Revenue   $ 31,304     $ 70,903

v3.25.0.1

Equity (Tables)	12 Months Ended
	Dec. 31, 2024
Equity [Abstract]
Schedule of Warrant Outstanding	The following table summarizes the stock warrant activity for the years ended December 31, 2024 and 2023:   Schedule of Warrant Outstanding     Warrants      Weighted-Average Exercise Price Per Share   Outstanding, December 31, 2022     78,750     $ 0.50   Granted     350,000       1.29   Exercised     –       –   Forfeited     –       –   Expired     (78,750 )     0.50   Outstanding, December 31, 2023     350,000       1.29   Granted     –       –   Exercised     –       –   Forfeited     –       –   Expired     –       –   Outstanding, December 31, 2024     350,000     $ 1.29
Schedule of Stock Options	The following table summarizes the stock option activity for the years ended December 31, 2024 and 2023:   Schedule of Stock Options     Options      Weighted-Average Exercise Price Per Share   Outstanding, December 31, 2022     –     $ –   Granted     3,370,000       0.43   Exercised     –       –   Forfeited     –       –   Expired     (125,000 )     0.40   Outstanding, December 31, 2023     3,645,000       0.43   Granted     2,170,000       0.46   Exercised     –       –   Forfeited     (1,400,000 )     0.33   Expired     –       –   Outstanding, December 31, 2024     4,415,000     $ 0.46   Exercisable, December 31, 2024     1,008,125     $ 0.45

v3.25.0.1

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Schedule of Income Tax Rate Reconciliation	Schedule of Income Tax Rate Reconciliation     Year Ended     Year Ended       December 31,     December 31,       2024     2023   Income tax benefit computed at the statutory rate   $ 965,000     $ 1,291,000   Tax effect of:                 True-up and non-deductible expenses     (422,000 )     1,952,000   Change in valuation allowance     (543,000 )     (3,243,000 ) Provision for income taxes   $ –     $ –
Schedule of Deferred Tax Assets and Liabilities	Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows:    Schedule of Deferred Tax Assets and Liabilities     As of     As of       December 31,     December 31,       2024     2023   Deferred income tax assets                 Net operating losses   $ 4,069,000     $ 3,525,000   Valuation allowance     (4,069,000 )     (3,525,000 ) Net deferred income tax assets   $ –     $ –

v3.25.0.1

Schedule of Property and Equipment (Details)	Dec. 31, 2024
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

v3.25.0.1

Schedule of Disaggregation of Revenue (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Product Information [Line Items]
Total Revenue	$ 31,304	$ 70,903
Subscription and License [Member]
Product Information [Line Items]
Total Revenue	27,804	54,483
Training and Education [Member]
Product Information [Line Items]
Total Revenue	$ 3,500	$ 16,420

v3.25.0.1

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Oct. 08, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Allowance for credit loss	$ 1,160	$ 0
Impairment expense		685,666
Deferred revenue	$ 700,000	$ 0
OEM Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenue			$ 700,000
Deferred revenue expected to be used			$ 700,000

v3.25.0.1

Software (Details Narrative) - USD ($)		12 Months Ended
	Jun. 30, 2022	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Amortization expense			$ 391,809
Impairment expense			685,666
Software balance, net
Software [Member]
Business Acquisition [Line Items]
Property, plant and equipment, useful life		3 years
Acquisition Agreement [Member]
Business Acquisition [Line Items]
Purchase of software	$ 210,000
Asset acquisition description	The contingent consideration for the acquisition is comprised of 1,363,637 shares of Series B-1 Preferred Stock, which shall be held in escrow and will be issued upon the Company achieving sales of $5 million within 12 consecutive months prior to December 31, 2027. The day one contingent liability is $0 since the probability of achieving $5 million in sales within twelve consecutive months is low but will be re-evaluated in future periods.
Contingent consideration, liability	$ 0
Total purchase price	$ 1,175,427
Acquisition Agreement [Member] | Series B-1 Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred B-1 shares issued for acquisition of asset, shares	1,363,636
Number of shares held in escrow	1,363,637
Temporary equity redemption price per share	$ 0.70798
Metalanguage Corp [Member] | Series B-1 Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred B-1 shares issued for acquisition of asset	$ 965,427

v3.25.0.1

Related Party Transactions (Details Narrative) - USD ($)												12 Months Ended
	Feb. 27, 2025	Feb. 25, 2025	Nov. 26, 2024	Nov. 25, 2024	Oct. 14, 2024	Sep. 26, 2024	Aug. 27, 2024	Aug. 12, 2024	Jun. 12, 2024	May 10, 2024	May 02, 2023	Dec. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Proceeds from advances, related party												$ 72,000
Repayment of advances, related party												72,000
Imputed interest												5,625	6,660
Additional shares issued for prior year, shares				2,325,983							1,772,800
Contributed capital												4,448	$ 351,459
Warrants term													5 years
Senior Secured Promissory Notes Payable [Member]
Related Party Transaction [Line Items]
Notes payable principal balance												543,515
Accrued interest expense												43,853
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Expenses paid on the company's behalf												316,519	$ 469,952
Repayments of expenses to related party												266,235	479,425
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Expenses paid on the company's behalf												8,862
Repayments of expenses to related party												8,862
Chief Executive Officer [Member] | Series B-1 Preferred Stock [Member]
Related Party Transaction [Line Items]
Additional shares issued											2,946,074
Share price											$ 0.075
Temporary equity additional shares issued for prior year software acquistion, shares											2,946,074
Temporary equity additional shares issued for prior year software acquistion											$ 2,085,762
Rowland Day [Member]
Related Party Transaction [Line Items]
Proceeds from advances, related party												72,000
Repayment of advances, related party												72,000
Advances related party balance owed												0
Balance owed												54,621	4,337
Imputed interest												5,625	6,660
Debt instrument principal balance												221,990
Debt Instrument, accrued interest												42,525
Notes payable principal balance												0	221,990
Accrued interest												0	33,299
Rowland Day [Member] | Senior Secured Promissory Notes Payable [Member]
Related Party Transaction [Line Items]
Notes payable principal balance			$ 14,000		$ 80,000	$ 23,000	$ 5,000	$ 80,000	$ 216,000	$ 225,000		14,000
Interest rate			14.00%		14.00%	14.00%	14.00%	14.00%	14.00%	14.00%
Debt maturity date description			The note is payable on demand. If the Lender does not demand payment, the note matures on January 31, 2025		The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date)	The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date)	The note is payable on demand. If the Lender does not demand payment, the note matures on October 31, 2024	The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date)	The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date).	The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date).
Debt default description					If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years.	If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years.		If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years.	If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years.	If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years.
Warrants receivable					1,000,000	1,000,000		1,000,000	1,000,000	1,000,000
Exercise price					$ 0.01	$ 0.01		$ 0.01	$ 0.01	$ 0.01
Warrants term					5 years	5 years		5 years	5 years	5 years
Secured promissory note principal												$ 85,485
Rowland Day [Member] | Senior Secured Promissory Notes Payable [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Debt maturity date	Apr. 11, 2025	Apr. 11, 2025
Rowland Day [Member] | Series B-1 Preferred Stock [Member]
Related Party Transaction [Line Items]
Conversion price												$ 0.10
Rowland Day [Member] | Convertible Debt [Member]
Related Party Transaction [Line Items]
Related party interest rate												5.00%
Related Party [Member]
Related Party Transaction [Line Items]
Notes payable principal balance													221,990
Accrued salary												364,500	230,000
Accrued interest expense												$ 23,121	$ 13,377

v3.25.0.1

Convertible Notes Payable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Proceeds from convertible notes	$ 650,000
Convertible notes payable	650,000
Three Investors [Member] | Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Proceeds from convertible notes	$ 650,000
Convertible price, description	(x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date.

v3.25.0.1

Schedule of Warrant Outstanding (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, beginning balance	350,000	78,750
Weighted average exercise price per share, beginning balance	$ 1.29	$ 0.50
Warrants outstanding, Granted		350,000
Weighted average exercise price per share, Granted		$ 1.29
Warrants outstanding, Exercised
Weighted average exercise price per share, Exercised
Warrants outstanding, Forfeited
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price
Warrants outstanding, Expired		(78,750)
Weighted average exercise price per share, Expired		$ 0.50
Warrants outstanding, ending balance	350,000	350,000
Weighted average exercise price per share, ending balance	$ 1.29	$ 1.29

v3.25.0.1

Schedule of Stock Options (Details) - $ / shares			12 Months Ended
	Aug. 25, 2023	Jun. 05, 2023	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, Granted				1,650,000
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, Balance			3,645,000
Weighted average exercise price per share, beginning balance			$ 0.43
Options outstanding, Granted	125,000	400,000	2,170,000	3,370,000
Weighted average exercise price, Granted			$ 0.46	$ 0.43
Options outstanding, Exercised
Weighted average exercise price, Exercised
Options outstanding, Forfeited			(1,400,000)
Weighted average exercise price, Forfeited			$ 0.33
Options outstanding, Expired				(125,000)
Weighted average exercise price, Expired				$ 0.40
Options outstanding, Balance			4,415,000	3,645,000
Weighted average exercise price per share, ending balance			$ 0.46	$ 0.43
Options exercisable, Balance			1,008,125
Weighted average exercisable, Balance			$ 0.45

v3.25.0.1

Equity (Details Narrative)													1 Months Ended	12 Months Ended
	Nov. 26, 2024 USD ($) $ / shares	Nov. 25, 2024 USD ($) shares	Oct. 29, 2024 USD ($) $ / shares shares	Aug. 19, 2024 USD ($) $ / shares shares	Aug. 05, 2024 USD ($) $ / shares shares	Jan. 24, 2024 USD ($) $ / shares shares	Dec. 16, 2023 USD ($) $ / shares shares	Oct. 11, 2023 USD ($) $ / shares shares	Oct. 01, 2023 USD ($) $ / shares shares	Aug. 25, 2023 USD ($) $ / shares shares	Jun. 05, 2023 USD ($) $ / shares shares	May 02, 2023 USD ($) $ / shares shares	Apr. 30, 2023 shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Oct. 31, 2023 shares	Jul. 31, 2023 shares	May 01, 2023 shares	Jan. 31, 2023 shares	Dec. 31, 2022 shares
Class of Stock [Line Items]
Common stock, shares authorized														500,000,000	500,000,000
Common stock, par value | $ / shares														$ 0.001	$ 0.001
Preferred stock, shares authorized														50,000,000	50,000,000
Preferred stock, par value | $ / shares														$ 0.001	$ 0.001
Shares issued														969,500	6,023,067
Common stock issued, value | $														$ 725,600	$ 3,107,120
Common shares issued for services, shares														1,500,000	216,000
Common shares issued for services, value | $														$ 652,500	$ 83,434
Additional shares issued for prior year, shares		2,325,983										1,772,800
Deemed dividend | $		$ 1,011,803												1,011,803
Additional shares issued for prior year, value | $												$ 132,960
Shares issued price per share | $ / shares												$ 0.075
Stock based compensation | $												$ 2,085,762		$ 1,057,291	$ 145,003
Warrant issued															350,000
Term															5 years
Fair value of warrants | $															$ 72,785
Share based payment award options															1,650,000
Option grants issuance | $															$ 611,764
Option vest															100,000
Option issuance															1,550,000
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Outstanding, weighted average remaining term														5 years
Exercisable, weighted average remaining term														5 years
Outstanding, intrinsic value | $														$ 757,606
Exercisable, intrinsic value | $														$ 757,606
Share based payment award options										125,000	400,000			2,170,000	3,370,000
Options exercise price | $ / shares														$ 0.46	$ 0.43
Option grants issuance | $										$ 3,850	$ 62,002
Stock options outstanding expense | $														$ 404,791	$ 61,569
Stock option term exercise price											5 years
Exercise price | $ / shares										$ 0.40	$ 0.17
Options vest remaining											240,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $											$ 60,000,000
Share-Based Payment Arrangement, Option [Member] | Employee Stock [Member]
Class of Stock [Line Items]
Share based payment award options			1,200,000	100,000	100,000
Options term					5 years
Options exercise price | $ / shares			$ 0.75	$ 0.51	$ 0.51
Option grants issuance | $			$ 387,206	$ 52,021	$ 43,894
Stock price | $ / shares			$ 0.43	$ 0.57	$ 0.51
Exercise price | $ / shares	$ 0.41		$ 0.75	$ 0.57	$ 0.51
Term				3 years 9 months
Volatility				117.27%
Discount rate			4.38%	3.75%	3.62%
Stock options vested description			75,000 Options are fully vested and 525,000 Options will become vested and exercisable with respect to 37,500 shares on the last day of each calendar quarter beginning December 31, 2024, and ending on September 30, 2028, until 525,000 Option Shares are 100% vested. For a period of four years beginning October 1, 2024, ending September 30, 2025; October 1, 2025, ending September 30, 2026; October 1, 2026 ending September 30, 2027; and October 1, 2027 ending September 30, 2028, 150,000 Option Shares will vest (subject to meeting certain total new bookings) on September 30 of each year, beginning September 30, 2025.	The Option will become vested and exercisable with respect to 7,500 shares on December 31, 2024, and 7,500 shares at the end of each calendar quarter for years 2025, 2026, 2027 and ending on September 30, 2028.	(i) 50,000 options will become vested and exercisable with respect to 3,125 shares on December 31, 2024, and 3,125 shares at the end of each calendar quarter for years 2025, 2026, 2027, and ending on September 30, 2028, until the 50,000 Options are 100% vested (ii) 12,500 Options will vest over four years on an annual basis when the Participant exceeds annual sales objectives established by the Company for years 2025, 2026, 2027, and 2028, for a total of 50,000 Options.
Options expire date	Oct. 01, 2029		Mar. 28, 2029
Stock options vesting value | $			$ 5,000,000
Stock options vesting shares			150,000
Incremental fair value | $	$ 67,171
Measurement Input, Expected Dividend Rate [Member]
Class of Stock [Line Items]
Warrant measurement input															0
Minimum [Member]
Class of Stock [Line Items]
Exercise price | $ / shares															$ 1.00
Stock price | $ / shares															0.17
Stock option exercise price | $ / shares															$ 0.40
Minimum [Member] | Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Term															3 months
Exercise price | $ / shares															$ 0.27
Volatility															76.64%
Discount rate															2.01%
Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | Employee Stock [Member]
Class of Stock [Line Items]
Term			4 years 2 months 15 days		3 years 9 months
Volatility			120.02%		120.76%
Minimum [Member] | Measurement Input, Share Price [Member]
Class of Stock [Line Items]
Warrant measurement input															0.167
Minimum [Member] | Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Warrant measurement input															1.6990
Minimum [Member] | Measurement Input, Discount Rate [Member]
Class of Stock [Line Items]
Warrant measurement input															0.0391
Maximum [Member]
Class of Stock [Line Items]
Exercise price | $ / shares															$ 2.00
Stock price | $ / shares															0.57
Stock option exercise price | $ / shares															$ 0.75
Maximum [Member] | Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Term															5 years
Exercise price | $ / shares															$ 0.75
Volatility															172.88%
Discount rate															4.60%
Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | Employee Stock [Member]
Class of Stock [Line Items]
Term			4 years 4 months 28 days		5 years
Volatility			122.74%		167.38%
Maximum [Member] | Measurement Input, Share Price [Member]
Class of Stock [Line Items]
Warrant measurement input															0.40
Maximum [Member] | Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Warrant measurement input															1.7274
Maximum [Member] | Measurement Input, Discount Rate [Member]
Class of Stock [Line Items]
Warrant measurement input															0.0427
Warrant [Member]
Class of Stock [Line Items]
Outstanding, weighted average remaining term														3 years 3 months 21 days
Exercisable, weighted average remaining term														3 years 3 months 21 days
Outstanding, intrinsic value | $														$ 50,000
Exercisable, intrinsic value | $														$ 50,000
Options exercise price | $ / shares															$ 1.29
Director [Member]
Class of Stock [Line Items]
Shares issued															1,650,000
Share based payment award options							1,000,000
Option grants issuance | $							$ 397,140
Stock option term exercise price							10 years
Exercise price | $ / shares							$ 0.57
Director [Member] | Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Share based payment award options						750,000
Options term						10 years
Options exercise price | $ / shares						$ 0.51
Option grants issuance | $						$ 368,386
Stock price | $ / shares						$ 0.51
Exercise price | $ / shares						$ 0.51
Term						6 years 3 months
Volatility						162.68%
Discount rate						4.14%
Advisory Board [Member]
Class of Stock [Line Items]
Share based payment award options								550,000	45,000
Option grants issuance | $								$ 298,275	$ 11,572
Stock option term exercise price								5 years	5 years
Exercise price | $ / shares								$ 0.57	$ 0.27
Share based payment award options vest													25,000			25,000	25,000		25,000
Revenue from sales description								(ii) 50,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $5,000,000 by June 30, 2024; (iii) 100,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $20,000,000 by June 30, 2025; and (iv) 200,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $40,000,000 by June 30, 2026.
Series B-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized														8,619,420	8,619,420			8,619,420
Preferred stock, par value | $ / shares														$ 0.001	$ 0.001
Preferred stock, conversion terms														Each share is convertible on a 1 to 11 common share basis.
Preferred stock, shares outstanding														8,619,420	8,619,420
Preferred stock, voting rights														Each share of Series B-1 Preferred Stock has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock the series of preferred shares
Outstanding votes percent														51.00%
Preferred stock, shares issued														8,619,420	8,619,420
Series B-1 Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value | $ / shares														$ 0.001
Shares issued														8,619,420	8,619,420
Series B-1 Preferred Stock [Member] | Chief Executive Officer [Member]
Class of Stock [Line Items]
Additional shares issued												2,946,074
Temporary equity additional shares issued for prior year software acquistion, shares												2,946,074
Temporary equity additional shares issued for prior year software acquistion | $												$ 2,085,762
Stock price | $ / shares												$ 0.075
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized														5,000,000	5,000,000
Preferred stock, par value | $ / shares														$ 0.001	$ 0.001
Preferred stock, conversion terms													Each share of Series A has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis.
Preferred stock, shares outstanding														2,068	2,068
Preferred stock, shares issued														2,068	2,068
Series A Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value | $ / shares														$ 0.001
Shares issued														2,068	2,068					2,068
Series A-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding															2,068

v3.25.0.1

Commitments and Obligations (Details Narrative)	Oct. 08, 2024 USD ($)
OEM Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fees received	$ 700,000

v3.25.0.1

Schedule of Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income tax benefit computed at the statutory rate	$ 965,000	$ 1,291,000
True-up and non-deductible expenses	(422,000)	1,952,000
Change in valuation allowance	(543,000)	(3,243,000)
Provision for income taxes

v3.25.0.1

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net operating losses	$ 4,069,000	$ 3,525,000
Valuation allowance	(4,069,000)	(3,525,000)
Net deferred income tax assets

v3.25.0.1

Income Tax (Details Narrative)	12 Months Ended
	Dec. 31, 2024 USD ($)
Income Tax Disclosure [Abstract]
Federal income tax percentage	21.00%
Operating Loss Carryforwards	$ 19,375,000

v3.25.0.1

Subsequent Events (Details Narrative) - USD ($)							1 Months Ended	12 Months Ended
	Feb. 27, 2025	Feb. 26, 2025	Feb. 25, 2025	Feb. 24, 2025	Feb. 29, 2024	Feb. 06, 2024	Feb. 29, 2024	Dec. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Proceeds from convertible notes								$ 650,000
Two Investors [Member] | Convertible Notes Payable [Member]
Subsequent Event [Line Items]
Proceeds from convertible notes					$ 250,000
Convertible price, description							(x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25%
Roy Chestnutt [Member] | Convertible Notes Payable [Member]
Subsequent Event [Line Items]
Proceeds from convertible notes						$ 50,000
Convertible price, description						(x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25%
Manoel Amorim [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from convertible notes		$ 50,000
Convertible price, description		(x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25%		(x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25%
Rowland Day [Member] | Subsequent Event [Member] | Senior Secured Promissory Notes Payable [Member]
Subsequent Event [Line Items]
Proceeds from convertible notes	Apr. 11, 2025		Apr. 11, 2025
Chief Executive Officer And Director [Member]
Subsequent Event [Line Items]
Salaries payable								$ 300,000

---