What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-03 · 724 added, 604 removed, 1251 unchanged (51% of the section changed)

14 unchanged sentences

As of December 31, 2025, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

Based on this evaluation, our management concluded that, as of December 31, 2024 our internal control over financial reporting was not effective for the reasons stated in the following paragraph.

Based on this evaluation, our management concluded that, as of December 31, 2025 our internal control over financial reporting was not effective for the reasons stated in the following paragraphs.

During our evaluations of internal controls, we concluded that material weaknesses exist in our internal controls over financial reporting as outlined below.

These material weaknesses did not result in any identified misstatements and there were not changes to previously reported financial results.

These material weaknesses did not result in any identified misstatements and there were no changes to previously reported financial results.

(i) The Company does not have adequate Information Technology General Controls (“ITGCs”) or related Information Produced by Entity (IPE) Controls resulting in transactional risk and subsequent downstream reporting risks;

2 unchanged sentences

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Remediation Plan for the Material Weaknesses

Management is committed to the remediation of the material weakness described above beginning in the first quarter of 2025.

Management has implemented and will continue to implement measures designed to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

Remediation Plan for Material Weaknesses

Management began executing its remediation plan in Q4 2025 and will continue these efforts throughout 2026.

We expect to complete the design and implementation of the related controls during 2026 and, after the controls have operated for a sufficient period and have been tested, determine whether the material weaknesses have been remediated.

The timing of completion is subject to the results of ongoing evaluation and testing.

Remediation efforts include but are not limited to (a) developing, documenting and enhancing processes surrounding ITGCs, and (b) hiring / contracting additional resources to support the financial reporting process.

1 unchanged sentence

OTHER INFORMATION.

We have no information to disclose that was required to be disclosed in a report on Form 8 -K during the fourth quarter of fiscal year 2025 but was not reported.

None of our directors or “officers,” as defined in Rule 16a - 1 (f) under the Exchange Act, adopted or terminated a Rule 10b5 - 1 trading plan or arrangement or a non-Rule 10b5 - 1 trading plan or arrangement, as defined in Item 408 (c) of Regulation S-K, during the fiscal quarter ended December 31, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

4 unchanged sentences

Greg Lipschitz

Chief Executive Officer

Chief Executive Officer & Director

Paul Krzywicki

Chief Financial Officer

David DeCaprio

President and Chief Operating Officer & Director

Chief Technology Officer

Chairman of the Board

David DeCaprio

Greg Lipschitz .

7 unchanged sentences

Lipschitz has over 15 years of combined experience in private equity, merchant banking, capital markets and advising high growth businesses.

Since June 2018, Mr.

From June 2018 to April 2024, Mr.

Lipschitz served as the Managing Director of 2686225 Ontario Inc.

12 unchanged sentences

Krzywicki is a Chartered Professional Accountant and holds an Honours Bachelors Degree in Commerce from Laurentian University.

David DeCaprio .

DeCaprio has served as Firefly’s Director since August 2024.

On April 18, 2025, Mr.

DeCaprio was appointed as the President and Chief Operating Officer of the Company.

DeCaprio has served in various capacities within the genome research, pharmaceutical development, health insurance, computer vision, sports analytics, speech recognition, transportation logistics, operations research, real-time collaboration, robotics and financial industries since 1993.

DeCaprio has significant experience transitioning advanced technology from academic research labs into successful businesses.

From April 2024 to March 2025, Mr.

DeCaprio served as Chief Technology Officer of mbue.ai, a venture-backed AI startup in the architecture, engineering, and construction space.

From February 2017 to December 2023, Mr.

DeCaprio served as Founder & Chief Technology Officer of ClosedLoop.ai, an award-winning startup focused on building a healthcare specific data science and machine learning platform.

Prior to founding ClosedLoop.ai, Mr.

DeCaprio was involved in various successful startups.

Among other positions, Mr.

DeCaprio has served as Chief Technology Officer of Fina Technologies from June 2008 to January 2015 and as Vice President of Engineering of GNS Healthcare from September 2005 to January 2017.

Since May 2015, Mr.

DeCaprio has served and presently serves as Chief Executive Officer of Cizr, a technology company focused on improving sports coaching efficiency.

DeCaprio also has significant consulting experience, serving as a consultant for various organizations from 2006 to January 2015, for Baylor College of Medicine from January 2015 to June 2015 and for the Icahn School of Medicine at Mount Sinai from September 2016 to April 2017.

DeCaprio received a Bachelor of Science Degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

Firefly believes that Mr.

DeCaprio is qualified to serve on its board of directors due to his extensive experience in artificial intelligence and software engineering which will make him an asset to the Company.

Gil Issachar .

3 unchanged sentences

Prior to serving as Firefly’s Chief Technology Officer, Mr.

Issachar served as Firefly’s Vice-President of Research and Data Science from December 2019 to August 2021, Director of Research and Data-Science from December 2019 to August 2021, Data-Science Team Leader from April 2018 to December 2019.

From July 2013 to March 2017, Mr.

2 unchanged sentences

Arun Menawat .

Menawat has served as Firefly’s Chairman since March 2025 and Firefly’s director since August 2024.

Menawat has served as Firefly’s Chairman of the Board since March 2025 and Firefly’s director since August 2024.

Menawat has an accomplished history of executive leadership success in the healthcare industry.

Since August 2026, Dr.

Menawat is the Chief Executive Officer and a Director of Profound Medical Corp.

Prior to joining Profound, Dr.

Since August 2014, Dr Menawat has been a Director of Profound Medical Corp and since August 2016, its Chairman of the Board and Chief Executive Officer.

Prior to joining Profound, from March 2003 to June 2016, Dr.

Menawat served as the Chairman, President and CEO of Novadaq Technologies Inc., a TSX and Nasdaq listed company that marketed medical imaging and therapeutic devices for use in the operating room.

From July 1999 to March 2023 , Dr.

Prior to that, Dr.

Menawat was President, Chief Operating Officer and Director of Cedara Software Ltd, a publicly listed medical imaging software company.

Menawat’s educational background includes a Bachelor of Science in Biology from the University of District of Columbia, Washington, D.C., and a Ph.D.

Menawat’s educational background includes a Bachelor of Science in Biology from the University of District of Columbia, Washington, D.C., and M.S.

in Chemical Engineering from the University of Maryland, College Park, MD, including graduate research in Biomedical Engineering from the National Institute of Health, Bethesda, MD.

2 unchanged sentences

Kellogg School of Management, Northwestern University, Evanston, IL.

Firefly believes that Mr.

DeCaprio is qualified to serve on its board of directors due to his extensive experience in artificial intelligence and software engineering which will make him an asset to the Company.

David DeCaprio .

DeCaprio has served as a member of Firefly’s board of directors since August 2024.

DeCaprio has significant experience transitioning advanced technology from academic research labs into successful businesses.

Since April 2024, Mr.

DeCaprio has served and continues to serve as Chief Technology Officer of mbue.ai, a venture-backed AI startup in the architecture, engineering, and construction space.

From January 2017 to December 2023, Mr.

DeCaprio has served as Chief Technology Officer of ClosedLoop.ai, an award-winning startup focused on building a healthcare specific data science and machine learning platform.

Prior to founding ClosedLoop.ai, Mr.

DeCaprio was involved in various successful startups.

Among other positions, Mr.

DeCaprio has served as Chief Technology Officer of Fina Technologies from June 2008 to January 2015 and as Vice President of Engineering of GNS Healthcare from September 2005 to January 2017.

Since May 2015, Mr.

DeCaprio has served and presently serves as Chief Executive Officer of Cizr, a technology company focused on improving sports coaching efficiency.

DeCaprio received a Bachelor of Science Degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

Firefly believes that Mr.

DeCaprio is qualified to serve on its board of directors due to his extensive experience in artificial intelligence and software engineering which will make him an asset to the Company.

Firefly believes that Dr Menawat is qualified to serve as Chairman of its board of directors due to his extensive executive experience in medical technology and software which makes him an asset to the Company.

Brian Posner.

1 unchanged sentence

Posner has served as Chief Financial Officer at several life science and emerging technology companies.

He served as the Chief Financial Officer of electroCore, Inc.

ECOR) (“electroCore”), a commercial stage bioelectronic medicine and wellness company from April 2019 to October 2024.

From April 2019 to October 2024, Mr.

Posner served as the Chief Financial Officer of electroCore, Inc.

ECOR) (“electroCore”), a commercial stage bioelectronic medicine and wellness company.

Posner currently serves as a consultant to electroCore.

1 unchanged sentence

Posner served as Chief Financial Officer of Cellectar Biosciences, Alliqua BioMedical, Ocean Power Technologies, Power Medical Interventions and Pharmacopeia.

Posner has served as an independent director and chairman of the Audit Committee of the Board of Stran & Company, Inc.

SWAG) since July 2025.

Posner has served on the board of Oral Biolife, since August 2025.

Posner holds an undergraduate degree in accounting from Queens College and an M.B.A.

4 unchanged sentences

Vnook has served as Firefly’s director since August 2024.

Vnook has served as a Chief Executive Officer, founder, board member, C-Suite advisor with 25 years’ experience driving transformational change for global clinical development portfolios from early-stage R&D to commercialization.

Vnook is Chief Executive Officer, founder, board member, C-Suite advisor with 25 years’ experience driving transformational change for global clinical development portfolios from early-stage R&D to commercialization.

She has an extensive background in building and managing successful start-up ventures, commercial scale-up, strategy and execution to support brand launch, research and development, acceleration, IP strategy, Corporate Board selection and formation, business development and investment strategy, venture capital initiatives, as well as managed markets and healthcare economics.

2 unchanged sentences

founder, president and executive advisor at Agile Consulting Group since March 2015;

and Mentor-In-Residence and Entrepreneur-in-Residence at Pennsylvania State University since April 2024.

and Expert-In-Residence and Entrepreneur-in-Residence at Pennsylvania State University, NC Innovations, ECU since April 2024.

Firefly believes that Dr.

Vnook’s extensive experience in executive leadership roles in the pharmaceutical industry will make her an asset to the Company.

Vnook’s extensive experience in executive leadership roles in the pharmaceutical/biotech and device industry will make her an asset to the Company.

Family Relationships

20 unchanged sentences

The Class I directors consist of David DeCaprio and Greg Lipschitz, to serve until the annual meeting of stockholders to be held in 2027, or until each one’s respective successor has been duly elected and qualified.

The Class II directors consist of Brian Posner and Stella Vnook, whose terms will expire at the second annual meeting of stockholders to be held following the filing of the Amended and Restated Certificate of Incorporation ( the “Filing Date”).

The Class III director consists of Arun Menawat, whose term will expire at the third annual meeting of stockholders to be held following the Filing Date.

The Class II directors consist of Brian Posner and Stella Vnook, to serve until the annual meeting of stockholders to be held in 2028, or until each one’s respective successor has been duly elected and qualified.

The Class III director consists of Arun Menawat, to serve until the annual meeting of stockholders to be held in 2026, or until his respective successor has been duly elected and qualified.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified.

4 unchanged sentences

We are required to comply with Nasdaq’s rules in determining whether a director is independent.

The Board undertook a review of the independence of the individuals named above and determined that each of the directors except Greg Lipschitz qualify as “independent” as defined under the applicable Nasdaq rules.

The Board undertook a review of the independence of the individuals named above and determined that each of the directors except David DeCaprio and Greg Lipschitz qualify as “independent” as defined under the applicable Nasdaq rules.

The Nasdaq definition of “independence” includes a series of objective tests, such as the director or director nominee is not, and was not during the last three years, our employee and has not received certain payments from, or engaged in various types of business dealings with us.

6 unchanged sentences

Lipschitz, through Bower Four Corp., is entitled to receive aggregate consideration of $950,000 in shares of Common Stock during the term of the Lipschitz Agreement comprised of up to $316,667 of annual service credits over three years, as defined in the Lipschitz Agreement.

With respect to its analysis of Mr.

DeCaprio’s independence, the Board considered that certain employment agreement, dated as of April 18, 2025, by and between us and Mr.

DeCaprio (the “DeCaprio Employment Agreement”).

Pursuant to the DeCaprio Employment Agreement, Mr.

DeCaprio is entitled to an award of restricted stock units under the 2024 Plan that represents, in the aggregate, two percent (2.0%) of the issued and outstanding Common Stock determined on a fully diluted basis, as of the date of March 27, 2025.

On the same date, pursuant to the DeCaprio Employment Agreement, Mr.

DeCaprio was granted an award of up to 263,952 restricted stock units (the “RSUs”) under the 2024 Plan, subject to the Company’s standard form of restricted stock unit agreement for the 2024 Plan, which 131,976 of the RSUs shall vest quarterly in twelve (12) equal quarterly installments beginning on June 27, 2025, subject to satisfaction of DeCaprio’s continuous service;

and the remaining 131,976 of the RSUs shall vest at a rate of zero point thirty four percent (0.34%) in the first year and zero point thirty three percent (0.33%) per year over remaining two years, from March 27, 2025, contingent upon the achievement of annual performance targets related to the Company.

Committees of the Board of Directors

The Board established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Our board of directors established the Company’s Audit Committee (“Audit Committee”), Compensation Committee (“Compensation Committee”), Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”).

The composition and responsibilities of each of the committees of the Board are described below.

1 unchanged sentence

The Board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee of the Board (the “Audit Committee”) consists of Brian Posner, David DeCaprio and Stella Vnook.

For further related discussion, see Item 13.

“ Certain Relationships and Related Transactions, and Director Independence – Director Independence – Committees of the Board of Directors ”.

Audit Committee and Audit Committee Members

The Audit Committee consists of Brian Posner, Arun Menawat and Stella Vnook.

The Board has determined that each member of the Audit Committee qualifies as “independent” under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.

3 unchanged sentences

In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment.

For further related discussion, see Item 13.

“ Certain Relationships and Related Transactions, and Director Independence – Director Independence – Committees of the Board of Directors ”.

Code of Ethics and Business Conduct

11 unchanged sentences

See “Certain Relationships and Related Person Transactions.”

Insider Trading Policy

Effective March 27, 2025, we adopted an insider trading policy that applies to all our executive officers, directors and employees.

The insider trading policy codifies the legal and ethical principles that govern trading in our securities by persons associated with the Company that may possess material nonpublic information relating to the Company.

A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Limitation on Liability and Indemnification of Directors and Officers

11 unchanged sentences

No other executive officers received total compensation in excess of $100,000 during the fiscal year ended December 31, 2025.

Greg Lipschitz

Chief Executive Officer

David DeCaprio

President and Chief Operating Officer

Chief Technology Officer

Paul Krzywicki

Chief Financial Officer

Jon Olsen (2)

Former Chief Executive Officer

1 unchanged sentence

Former Chief Financial Officer

Chief Technology Officer

Samer Kaba (4)

Former Chief Medical Officer

Dave Johnson (5)

Former Executive Chairman

Paul Krzywicki

Chief Financial Officer

Amounts reflect the full grant-date fair value of option awards granted during the relevant fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual.

The aggregate grant date fair value was computed in accordance with ASC Topic 718 based on the assumptions described in Part II.

The aggregate grant date fair value was computed in accordance with ASC Topic 718 based on the assumptions described in Part I.

“Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies – Stock-Based Compensation”.

On January 6, 2025 Jon Olsen was removed from his position as the Company’s Chief Executive Officer without cause and appointed Greg Lipschitz as the Company’s Interim Chief Executive Officer.

On March 7, 2024, Stephen Purcell resigned as our Chief Financial Officer upon the appointment of our current Chief Financial Officer, Paul Krzywicki

Consists of a restricted share units to purchase valued at $200,000 to Mr.

Olsen, our former Chief Executive Officer, on July 8, 2023.

These shares units vest once the Company lists on a recognized North American Stock Exchange.

Olsen was removed from his position as the Company’s Chief Executive Officer by the Board without cause on January 6, 2025.

Consists of a restricted share units to purchase valued at $200,000 to Mr.

On December 20, 2024, Samer Kaba resigned as our Chief Medical Officer

On November 30, 2024, David Johnson resigned as our Executive Chairman

Consists of stock units to purchase 197,963 units vesting over 3 years to Mr.

Lipschitz, our Chief Executive Officer on April 18, 2025.

Consists of a restricted share units to purchase 131,976 units vesting over 3 years to Mr.

DeCaprio, our President and Chief Operating Officer on April 18, 2025.

Consists of a restricted stock units to purchase valued at $200,000 to Mr.

Issachar on July 8, 2023.

These share units vest once the Company lists on a recognized North American Stock Exchange.

Consists of a grant of options to purchase 75,417 shares of Common Stock made to Mr.

Olsen on July 8, 2023, of which 47,241 are exercisable as of December 31, 2024.

Consists of restricted stock units of 10,000 shares of Common Stock to Mr.

Krzywicki, our Chief Financial Officer on March 10, 2025.

These restricted stock units vest quarterly over a period of 2 years.

Consists of restricted share units to purchase valued at $200,000 to Mr.

Olsen, our former Chief Executive Officer, on July 8, 2023.

These restricted stock units vest once the Company lists on a recognized North American Stock Exchange.

Consists of a grant of options to purchase 75,417 shares of Common Stock issued to Mr.

Issachar on July 8, 2023, of which 65,990 are exercisable as of December 31, 2025.

The options have a term of 5 years and an exercise price equal to a 25% discount to the issue price of Firefly's equity securities in an initial public offering that results in our Common Stock being listed on the Nasdaq Stock Market or another recognized securities exchange or traded on the over-the-counter market.

Consists of a grant of options to purchase 11,037 shares of Common Stock made to Mr.

Purcell on July 8, 2023, of which 0 are exercisable as of December 31, 2024.

Consists of a grant of options to purchase 11,024 shares of Common Stock issued to Mr.

Krzywicki on March 1, 2024, of which 6,737 are exercisable as of December 31, 2025.

Consists of a grant of options to purchase 15,000 shares of Common Stock issued to Mr.

Krzywicki on March 10, 2025, of which 5,625 are exercisable as of December 31, 2025.

The options have a term of 10 years, vest quarterly over 2 years in eight equal quarterly installments and have an exercise price of $3.12 per share.

Consists of a grant of options to purchase 75,417 shares of Common Stock made to Mr.

Issachar on July 8, 2023, of which 47,241 are exercisable as of December 31, 2024.

Olsen on July 8, 2023, of which 0 are exercisable as of December 31, 2025.

2 unchanged sentences

Consists of a grant of options to purchase 11,024 shares of Common Stock made to Mr.

Krzywicki on March 1, 2024, of which 3,113 are exercisable as of December 31, 2024.

Management Employment and Consulting Agreements

We have entered into written employment agreements or other arrangements with Gil Issachar, Paul Krzywicki and Greg Lipschitz and prior to Stephen Purcell’s resignation, we had entered into a consulting agreement with ElMindA Ltd., pursuant to which Mr.

Purcell served as our Chief Financial Officer.

We have entered into written employment agreements or other arrangements with Gil Issachar, Paul Krzywicki, David DeCaprio and Greg Lipschitz.

The material terms of the employment agreements or other arrangements with such individuals, as applicable and as currently in effect, are summarized below.

Gil Issachar, Chief Technology Officer

Effective February 2, 2017, we and Mr.

Issachar entered into an employment agreement, which was subsequently amended by four amendments dated April 28, 2018, December 16, 2018, July 1, 2019 and December 11, 2019, respectively, each of which raised Mr.

Issachar’s base salary in connection with promotions or other events, and that certain Contract Addendum, dated June 21, 2021 (such agreement, as amended, the “Issachar Employment Agreement”), pursuant to which Mr.

Issachar was hired as a research and data scientist.

Issachar now serves as our Chief Technology Officer.

Under the Issachar Employment Agreement, as amended, Mr.

Issachar is entitled to a monthly base salary of approximately $13,340 on an as-converted basis in U.S.

Issachar also received bonus compensation in the form of a one-time lump-sum cash payment equal to two months of salary in 2021, pursuant to the addendum to the Issachar Employment Agreement.

Issachar will also be entitled to an annual bonus in the amount of one month’s salary at the end of each calendar year.

Firefly also agrees to provide contributions for the cost of pension and education funds, managers’ insurance, disability policies, and other benefits for Mr.

Issachar during the term of employment under the Issachar Employment Agreement.

Issachar’s employment with us pursuant to the Issachar Employment Agreement commenced as of the effective date of the Issachar Employment Agreement and will continue until terminated by either party, with such termination effective upon the provision of written notice to the other party.

In any event of termination of employment by applicable prior written notice, Firefly shall be entitled to terminate Mr.

Issachar’s employment, immediately or at any time during the prior notice period, and in such event, if and to the extent required by applicable law, Firefly shall pay Mr.

Issachar full or partial prior notice redemption, as applicable.

Notwithstanding the foregoing, in the event of termination of the Issachar Employment by us for cause, we shall not be required to pay the redemption of the advance notice period.

The Issachar Employment Agreement also contains certain standard confidentiality and assignment of inventions provisions.

Paul Krzywicki, Chief Financial Officer

On November 13, 2023, we entered into a consulting agreement with Paul Krzywicki (the “Krzywicki Consulting Agreement”), pursuant to which Mr.

Krzywicki acted as controller of the Company.

Krzywicki now serves as our Chief Financial Officer.

Under the Krzywicki Consulting Agreement, Mr.

Krzywicki is entitled a monthly payment of approximately $7,845 on an as-converted basis in U.S.

dollars and the Company shall reimburse Mr.

Krzywicki for all reasonable ordinary and customary business expenditures incurred in connection with his service provided to the Company.

The Krzywicki Consulting Agreement commences on November 13, 2023 and may be terminated by either the Company or Mr.

Krzywicki upon providing fifteen (15) days advance written notice.

On June 27, 2024, we entered into a master services agreement with Deel, Inc.

(together with its affiliates, the “Deel Group”), pursuant to which Deel Group provides consulting services to the Company.

On March 12, 2025, Deel Group and Mr.

Krzywicki entered into an employment agreement (the “Krzywicki Employment Agreement”), which supersedes and replaces the Krzywicki Consulting Agreement.

Under the Krzywicki Employment Agreement, Mr.

Krzywicki is entitled to an annual salary of approximately $122,100 and internal allowances incurred in connection with Mr.

Krzywicki’s service.

The Krzywicki Employment Agreement commenced on March 15, 2025.

The Krzywicki Consulting Agreement also contains certain standard confidentiality and assignment of inventions provisions.

Greg Lipschitz, Chief Executive Officer

23 unchanged sentences

Lipschitz was required to sign an Employee Confidential Information and Inventions Assignment Agreement, dated as of March 27, 2025, which prohibits unauthorized use or disclosure of the Company’s proprietary information, contains a general assignment of rights to inventions and intellectual property rights, non-competition provisions that apply during the term of employment, non-solicitation provisions that apply during the term of employment and for one year after the term of employment, and non-disparagement provisions that apply during and after the term of employment.

Stephen Purcell, Former Chief Financial Officer

On May 13, 2021, we entered into a consulting agreement with ElMindA Ltd.

(the “Purcell Agreement”), pursuant to which we retained Stephen Purcell as our Project Coordinator, and on November 23, 2021, Mr.

Purcell was appointed as our Chief Financial Officer.

The term of the Purcell Agreement commenced on May 17, 2021, and could be terminated by either us or Mr.

Purcell with requisite notice pursuant to the terms and conditions of the Purcell Agreement.

Pursuant to the Purcell Agreement, Mr.

Purcell was entitled to a fee of $12,500 per month.

The Purcell Agreement also contained certain non-solicitation, non-competition and confidentiality provisions customary for agreements of such nature.

On March 7, 2024, Mr.

Purcell resigned as our Chief Financial Officer upon the appointment of Paul Krzywicki as our Chief Financial Officer.

Paul Krzywicki, Chief Financial Officer

On November 13, 2023, we entered into a consulting agreement with Paul Krzywicki (the “Krzywicki Consulting Agreement”), pursuant to which Mr.

Krzywicki acted as controller of the Company.

Under the Krzywicki Consulting Agreement, Mr.

Krzywicki was entitled a monthly payment of approximately $7,845 on an as-converted basis in U.S.

dollars and the Company should reimburse Mr.

Krzywicki for all reasonable ordinary and customary business expenditures incurred in connection with his service provided to the Company.

The Krzywicki Consulting Agreement commenced on November 13, 2023.

On June 27, 2024, we entered into a master services agreement with Deel, Inc.

(together with its affiliates, the “Deel Group”), pursuant to which Deel Group provides consulting services to the Company.

On March 12, 2025, Deel Group and Mr.

Krzywicki entered into an employment agreement (the “Krzywicki Employment Agreement”), which supersedes and replaces the Krzywicki Consulting Agreement.

Under the Krzywicki Employment Agreement, Mr.

Krzywicki is entitled to an annual salary of approximately $122,100 and internal allowances incurred in connection with Mr.

Krzywicki’s service.

The Krzywicki Employment Agreement commenced on March 15, 2025.

On August 29, 2025, the of the Company approved an amendment (the “Amendment”) to the Krzywicki Employment Agreement, by and between Deel Canada Services Inc.

(“Deel”), which provides consulting services to the Company, and Mr.

On the same date, Deel and Mr.

Krzywicki executed the Amendment.

Pursuant to the Amendment, Mr.

Krzywicki’s annual gross base salary is increased from approximately US$120,000 to approximately US$157,000, effective September 1, 2025.

All other terms and conditions of the Krzywicki Employment Agreement remain unchanged and in full force and effect.

David DeCaprio, President and Chief Operating Officer

On April 18, 2025, we entered into an employment agreement with David DeCaprio (the “DeCaprio Employment Agreement”), pursuant to which Mr.

DeCaprio worked as President and Chief Operating Officer of the Company.

Under the DeCaprio Employment Agreement, Mr.

DeCaprio is entitled to a base salary of $250,000 per year and is eligible to receive an annual cash bonus up to fifty percent (50%) of the annual base salary as of December 31 of the applicable fiscal year and a performance bonus.

DeCaprio is also entitled to an award of restricted stock units under the 2024 Plan that represents, in the aggregate, two percent (2.0%) of the issued and outstanding Common Stock, determined on a fully diluted basis, as of the date of the March 27, 2025.

On April 18, 2025, pursuant to the DeCaprio Employment Agreement, Mr.

DeCaprio was granted an award of up to 263,952 restricted stock units under the 2024 Plan, subject to the Company’s standard form of restricted stock unit agreement for the 2024 Plan, which 131,976 of the restricted stock units shall vest quarterly in twelve (12) equal quarterly installments beginning on June 27, 2025, subject to satisfaction of Mr.

DeCaprio’s continuous service;

and the remaining 131,976 of the restricted stock units shall vest at a rate of zero point thirty four percent (0.34%) in the first year and zero point thirty three percent (0.33%) per year over remaining two years, from March 27, 2025, contingent upon the achievement of annual performance targets related to the Company.

The initial term of the DeCaprio Employment Agreement is three (3) years commencing on April 18, 2025, unless terminated earlier by either party in accordance with the terms of the DeCaprio Employment Agreement and will be renewed automatically for an additional one year if neither party provides a notice of termination within thirty (30) days prior to the expiration of the application term.

DeCaprio and the Company also entered into an Employee Confidential Information and Inventions Assignment Agreement, executed on April 18, 2025, which prohibits unauthorized use or disclosure of the Company’s proprietary information, contains a general assignment of rights to inventions and intellectual property rights, noncompetition provisions that apply during the term of employment, non-solicitation provisions that apply during the term of employment and for one year after the term of employment, and non-disparagement provisions that apply during and after the term of employment.