What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 441 added, 262 removed, 679 unchanged (51% of the section changed)

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the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated

to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required

to our management, including our Chief Executive Officer and our Principal Financial Officer, to allow timely decisions regarding required

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures,

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2024, our disclosure controls and procedures were not effective due to the material weakness in our internal controls.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

A material weakness is

a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely

Weaknesses in Internal Controls

The Company’s management has concluded

that our control around the accounting for certain notes receivable accounted for at fair value was not effectively designed or

maintained, and therefore initially were not accounted for correctly.

As a result, our management performed additional analysis as

deemed necessary to ensure that our financial statements were prepared in accordance with accounting principles generally accepted

in the United States of America.

Management understands that the accounting standards applicable to our financial statements are

complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with

respect to accounting issues and remediate this material weakness.

Material Weaknesses

in Internal Controls

As of year-end, due to staffing and resource constraints, the Company

required significant additional time to close the books and records.

Management after year end, continued to perform its account reconciliations

which required further adjustments to be recorded.

As such, information technology, business processes and financial reporting controls

were deemed to be ineffective due to (a) the lack of personnel to ensure the books and records are closed accurately and on a timely basis,

(b) lack of proper review over the accounting for certain notes receivable accounted for at fair value, (c) the lack of appropriate segregation

of duties, (d) certain general information technology control deficiencies regarding user access provisioning and administrative access

review, and (e) insufficient documentation to support and evidence the design and implementation of controls.

Remedial Actions

As a result, our management performed additional

analysis as deemed necessary to ensure that our financial statements were prepared in accordance with accounting principles generally

accepted in the United States of America.

Management understands that the accounting standards applicable to our financial statements

are complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with respect

to accounting issues and remediate this material weakness.

The Company has engaged an outside consulting firm to assist in the closing

process to ensure that steps are taken to remediate the control environment and to specifically improve the timeliness and accuracy of

its financial reporting process.

Additionally, the Company is planning to implement certain information technology related changes over

the fiscal year ending December 31, 2025.

Management’s Annual Report on Internal

Control over Financial Reporting

Management is responsible for establishing and maintaining

adequate internal controls over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management, including

our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as

of December 31, 2023 and concluded that our internal controls over financial reporting were not effective, due to the material weakness

in our internal control over financial reporting as described above.

In making this assessment, our management used the 2013 framework

established in “Internal Control-Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway

Commission, commonly referred to as the “COSO” criteria.

Management is responsible for establishing and

maintaining adequate internal controls over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management,

including our Chief Executive Officer and Principal Financial Officer assessed the effectiveness of our internal control over financial

reporting as of December 31, 2024 and concluded that our internal controls over financial reporting were not effective, due to the material

weaknesses in our internal control over financial reporting as described above.

In making this assessment, our management used the 2013

framework established in “Internal Control-Integrated Framework” promulgated by the Committee of Sponsoring Organizations

of the Treadway Commission, commonly referred to as the “COSO” criteria.

Because of its inherent limitations, internal

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Changes in Internal Control over Financial

Other than the material weakness described above,

Other than the material weaknesses described above,

there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

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our internal control over financial reporting.

In response to the material weaknesses identified

above, the Company has implemented changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)

under the Exchange Act) as of the year ended December 31, 2024.

The Company is actively increasing the quantity and quality of our internal

accounting personnel and has engaged external valuation specialists and accounting advisors with financial reporting expertise, so as

to provide the Company with resources sufficient to properly design and implement internal controls which will prevent and detect material

misstatements to the financial statements in a timely manner.

The Company also plans to implement additional information technology related

In addition, the Company has implemented a multi-layered process to establish and review the valuation of long-term investments

with such outside specialists discussed above.

As a result of these changes, the Company believes

the material weaknesses described above will be remediated.

However, due to the nature of the material weaknesses, it will not be considered

remediated until the controls have been applied for a sufficient amount of time and management has performed testing of the controls to

conclude that the controls are operating effectively.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND

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Anthony Hayes(4)(6)

Chief Executive Officer and Chairman of the Board

Chief Executive Officer, Principal Financial Officer and Chairman of the Board

Ledwick(1)(5)

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President and Director

Special Projects Manager and Director

Kyle Haug(1)(2)(4)(5)

Chief Financial Officer

Ronald Lieberman(7)

Christopher Devall

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in economics from Mary Washington College.

The Board of Directors believes Mr.

Hayes is qualified

to serve as a director of the Company based on his intimate knowledge of the Company through his service as Chief Executive Officer.

On September 15, 2024, as a result of Mr.

resignation as Chief Financial Officer, Mr.

Hayes began serving as the Company’s Principal Financial Officer.

The Board of Directors

Hayes is qualified to serve as a director of the Company based on his intimate knowledge of the Company through his service

as Chief Executive Officer.

Ledwick, who joined as a director in

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expertise qualifies him to serve as a director of the Company.

Gregory James Blattner

Gregory James Blattner, who joined as a member

of our Board of Directors in 2018, has nearly ten years of experience in the technology industry specializing in financial services.

January 2022, he has served as the Vice President of AHEAD’s Managed Services business.

AHEAD is technology services integrator

that helps its clients architect, deploy and manage all multiplatform hybrid technology solutions.

Prior to AHEAD, Mr.

Blattner spent

7 years at Agio, a progressive managed information technology and cybersecurity services provider, where he was responsible for sales

and account management of enterprise accounts.

Prior to Agio, from May 2013 to December 2013, Mr.

Blattner was a business development

manager for the Eikon platform at Thomson Reuters.

From 2010 to 2013, Mr.

Blattner was a sales manager at American Express for its foreign

exchange business.

From 2005 to 2009, Mr.

Blattner held various positions at JPMorgan, first in the operational risk management arm of

the investment bank and later in Foreign Exchange product sales for its treasury services business.

From 2000 to 2004, Mr.

an associate at Morgan Stanley’s corporate treasury funding desk.

He earned a bachelor’s degree from Iona College.

of Directors believes Mr.

Blattner’s extensive experience in technology and operations solutions qualifies him to serve as a director

of the Company.

Robert Dudley

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Soo Yu, who joined as a member of our Board

of Directors in 2022, is the managing Director of International Private Client Services for Dominari Securities where she leads the top

performing Wool Group.

With more than a decade of experience working in financial services, she focuses on international business development

and the cultivation of overseas client banking relationships.

of Directors in 2022, currently serves as the Special Projects Manager of Dominari Holdings and is the managing Director of International

Private Client Services for Dominari Securities where she leads the top performing Wool Group.

With more than a decade of experience working

in financial services, she focuses on international business development and the cultivation of overseas client banking relationships.

A naturalized U.S.

citizen originally from South Korea, Ms.

Yu brings significant

expertise in Asian markets and expansive global reach through her connectivity with international contacts.

Yu brings significant expertise in Asian markets and expansive global reach

through her connectivity with international contacts.

Before joining Dominari, Ms.

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Yu earned her B.A.

in Fine Arts from the Fashion Institute of Technology and studied

at the University of Nottingham and the Paris Fashion Institute.

She holds Series 7, 66, 24 Securities licenses, New York Life, Accident

and Health Insurance Agent/Broker, New York Property and Casualty Insurance Agent/Broker and Real Estate License.

Previously, she maintained

her Series 79 Securities license.

Yu actively supports several nonprofit organizations, including philanthropies committed to improving

the lives of children and the elderly as well as sustainability.

She is currently a board member of The Korean Community Services of Metropolitan

New York, Inc.

The Board of Directors believes that Ms.

Yu’s wealth management experience qualifies her to serve as a director of

Gregory James Blattner

Gregory James Blattner, who joined as a member

of our Board of Directors in 2018, has nearly ten years of experience in the technology industry specializing in financial services.

January 2022, he has served as the Vice President of AHEAD’s Managed Services business.

AHEAD is technology services integrator

that helps its clients architect, deploy and manage all multiplatform hybrid technology solutions.

Prior to AHEAD, Mr.

Blattner spent

7 years at Agio, a progressive managed information technology and cybersecurity services provider, where he was responsible for sales

and account management of enterprise accounts.

Prior to Agio, from May 2013 to December 2013, Mr.

Blattner was a business development

manager for the Eikon platform at Thomson Reuters.

From 2010 to 2013, Mr.

Blattner was a sales manager at American Express for its foreign

exchange business.

From 2005 to 2009, Mr.

Blattner held various positions at JPMorgan, first in the operational risk management arm of

the investment bank and later in Foreign Exchange product sales for its treasury services business.

From 2000 to 2004, Mr.

an associate at Morgan Stanley’s corporate treasury funding desk.

He earned a bachelor’s degree from Iona College.

of Directors believes Mr.

Blattner’s extensive experience in technology and operations solutions qualifies him to serve as a director

of the Company.

in Fine Arts from the Fashion Institute of Technology and studied at the University of Nottingham and the Paris Fashion

She holds Series 7, 66, 24 securities licenses, New York Life, Accident and Health Insurance Agent/Broker, New York Property

and Casualty Insurance Agent/Broker and Real Estate License.

Previously, she maintained her Series 79 securities license.

supports several nonprofit organizations, including philanthropies committed to improving the lives of children and the elderly as well

as sustainability.

She is currently a board member of The Korean Community Services of Metropolitan New York, Inc.

The Board of Directors

believes that Ms.

Yu’s wealth management experience qualifies her to serve as a director of the Company.

Kyle Haug, a member of the Board of Directors

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qualifies him to serve as a director of the Company.

George Way has served as the Chief Financial

Officer of the Company since April 3, 2023.

Way has had a distinguished career as a senior executive with expertise in financial leadership,

operations management, and acquisition due diligence.

He has been a trusted business advisor to members of senior management with experience

in solving complex business challenges, improving productivity, and reducing expenses.

Prior to joining Dominari, Mr.

Way served as the

first Chief Financial Officer of Steward Partners, a wealth advisory firm responsible for financial reporting and analysis, tax strategy

and reporting.

Way also served as Chief Operating Officer of Ridgeworth Capital Management, a multi-boutique asset management firm

with a broad range of responsibility encompassing operations, technology and infrastructure while leading the effort to consolidate of

all central service platforms.

He was also a Vice President of Equities Controlling & Head of Americas Equities Management Reporting

Business at Deutsche Bank Securities Inc.

Way started his career at Deloitte LLP and was an audit manager in their asset management

Way holds series 7 & 24 securities licenses.

He received his Bachelor of Business Administration from Pace University

and is a Certified Public Accountant in the State of New York.

Way has no family relationship with any of the executive officers or

directors of the Company.

There are no arrangements or understandings between Mr.

Way and any other person pursuant to which he was appointed

as an officer of the Company.

The Board of Directors believes that Mr.

Way’s prior financial background qualifies him to serve as

the Chief Financial Officer of the Company.

Ronald Lieberman

Ronald Lieberman, a member of the Board of

Directors since 2024, has been the Executive Vice President of Management and Development of The Trump Organization since 2007.

to joining The Trump Organization, Mr.

Lieberman served as Director of Revenue and Concessions for the New York City Department of Parks

and Recreation for over 19 years.

Lieberman graduated with a B.S.

in Business Management from Binghamton University.

Directors believes Mr.

Lieberman’s extensive experience and skill in aiding the growth of company operations qualifies him to serve

as a director of the Company.

Christopher Devall

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Yu have been married since December 2010.

Section 16(a) Beneficial Ownership Reporting

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our

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we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to 2024 were filed

in a timely manner.

in a timely manner, except for the Form 3 filed April 5, 2024 for Jaime Mercado Jr.

Audit Committee

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responsible for, among other things:

reviewing the independence, qualifications, services, fees and performance of our independent registered public accounting firm;

appointing, replacing and discharging our independent registered public accounting firm;

pre-approving the professional services provided by our independent registered public accounting firm;

reviewing the scope of the annual audit and reports and recommendations submitted by our independent registered public accounting firm;

reviewing our financial reporting and accounting policies, including any significant changes, with our management and our independent registered public accounting firm.

the independence, qualifications, services, fees and performance of our independent registered public accounting firm;

● appointing,

replacing and discharging our independent registered public accounting firm;

● pre-approving the

professional services provided by our independent registered public accounting firm;

the scope of the annual audit and reports and recommendations submitted by our independent registered public accounting firm;

our financial reporting and accounting policies, including any significant changes, with our management and our independent registered

public accounting firm.

Nominating Committee

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None of our executive officers currently serves, or in

the past year has served, other than Mr.

Wool who previously served on our Compensation Committee until his appointment as President,

as a member of the Compensation Committee of any entity that has one or more of its executive officers serving on our Board of Directors

or Compensation Committee.

the past year has served as a member of the Compensation Committee of any entity that has one or more of its executive officers serving

on our Board of Directors or Compensation Committee.

Compensation Recovery

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Kyle Wool (Chairman), Mr.

Anthony Hayes and Mr.

The Investment Committee recommends and oversees

the Company’s investment transactions, management, policies, and guidelines, including reviews of investment manager selection,

establishment of investment benchmarks, review of investment performance and oversight of investment risk management exposure policies

and guidelines.

Anthony Hayes, Mr.

Robert Dudley and Mr.

The Investment Committee recommends

and oversees the Company’s investment transactions, management, policies, and guidelines, including reviews of investment manager

selection, establishment of investment benchmarks, review of investment performance and oversight of investment risk management exposure

policies and guidelines.

Code of Ethics and

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Annual Report or to be part of this Annual Report.

Insider Trading Arrangements

The Company has insider

trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees,

as well as by the Company itself.

The Company believes these policies and procedures are reasonably designed to promote compliance with

insider trading laws, rules and regulations and applicable listing standards.

A copy of our

Insider Trading Policy is filed with this Annual Report as Exhibit 19.1.

EXECUTIVE COMPENSATION

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Our named executive officers (“NEOs”),

which consist of (i) all individuals serving as our principal executive officers during fiscal year 2023, (ii) two other of our most

highly compensated executive officers who were serving as executive officers at December 31, 2023, and (iii) up to two other of our most

highly compensated executive officers for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the

individual was not serving as an executive officer at December 31 ,

Hayes, our Chief Executive Officer, Director, Principal Accounting Officer, and Principal

Financial Officer;

which consist of (i) all individuals serving as our principal executive officers during fiscal year 2024, (ii) two other of our most highly

compensated executive officers who were serving as executive officers at December 31, 2024, and (iii) up to two other of our most highly

compensated executive officers for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual

was not serving as an executive officer at December 31, 2024, are:

Hayes, our Chief Executive Officer, Director, Principal Accounting Officer, and Principal Financial Officer;

Yu, our Special Projects Manager;

Wool, our President.

following Su mmary of Compensation table sets forth the compensation paid by our Company during the two fiscal years ended December

31, 2023 and 2022, to our NEOs.

The following Summary of Compensation table sets

forth the compensation paid by our Company during the two fiscal years ended December 31, 2024 and 2023, to our NEOs.

Summary of Compensation Table

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Special Projects Manager

amount reported in this column represents the aggregate grant date fair value of stock granted to Ms.

Yu during 2023, as calculated in

accordance with FASB ASC Topic 718.

The stock was earned pursuant to the attainment of certain assets under management goals, as set

Yu’s employment agreement (described below).

The stock was fully vested on the grant date.

The amount reported in this column represents the cash payment earned by Ms.

Yu pursuant to her employment agreement for attaining certain assets under management goals, as more fully discussed below.

amount reported in this column represents the aggregate grant date fair value of stock granted to Messrs.

Hayes and Wool during 2024,

as calculated in accordance with FASB ASC Topic 718.

The stock was earned pursuant to the attainment of certain revenue milestones for

the Company, as set forth in the employment agreements for Messrs.

Hayes and Wool (each, as described below).

The stock was fully vested

on the grant date.

Hayes and Wool, the amounts reported in this column are compensation earned (i) pursuant to the Company’s attainment of

certain revenue milestones, as set forth in the employment agreements for Messrs.

Hayes and Wool (each, as described below), and (ii)

as management fees based on the values of transactions completed by the Company’s SPV subsidiary.

Yu, the amount reported

in this column represents the cash payment earned by Ms.

Yu pursuant to her employment agreement for attaining certain assets under management

goals, as more fully discussed below.

The amount also includes performance compensation based on sales production paid at a rate of 65%.

Yu, the amounts reported in this column consist of director fees.

Wool, the amounts reported in this column consists of payments for reimbursement to support

health and wellness and client development used exclusively for business.

Narrative Disclosure to Summary of

Compensation Table

Hayes, the amount shown in this column represents compensation received in the form of a gross-up for federal and Virginia taxes

due on the value of the stock awards Mr.

Hayes received in 2024 and Company contributions to its 401(k) plans.

Wool, the amount

shown in this column represent (i) compensation received in the form of a gross-up for federal and New York taxes due on the value of

the stock awards Mr.

Wool received in 2024, (ii) payments for social club memberships, and (iii) Company contributions to its 401(k)

The amounts for Ms.

Yu reflects Company contributions to its 401(k) plan.

Narrative Disclosure to Summary of Compensation

Employment Agreements

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2023, the Hayes Agreement provides that Mr.

Hayes shall receive an annual base salary of $500,000 and an annual bonus.

The annual bonus

is paid in a combination of cash and shares of our common stock upon the Company’s achievement of certain annual revenue targets,

as stated in the table below.

Hayes shall receive an annual base salary of $500,000, which was raised to $650,000 effective

January 1, 2024, and an annual bonus.

The annual bonus is paid in a combination of cash and shares of our common stock upon the Company’s

achievement of certain annual revenue targets, as stated in the table below.

Annual Revenue

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of the year following the performance year.

In 2024, the payment of the bonuses was accelerated and paid upon the incremental certification

by our Compensation Committee that the Company achieved the applicable revenue targets.

The Hayes Agreement also provides that Mr.

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with her prior employer.

This level ma y only be adjusted after

April 3, 2024.

addition to the gross revenue bonus, the Yu Agreement also provides for production payments (“Production Payments”) of up

to $8,000,000, to be paid in equal payments of $2,666,666, upon Ms.

This level may only be adjusted after April 3, 2024, and is currently 65%.

In addition to the gross revenue bonus, the Yu

Agreement also provides for production payments (“Production Payments”) of up to $8,000,000, to be paid in equal payments

of $2,666,666, upon Ms.

Yu’s attainment of the following production goals:

all required registrations and providing binding commitments and opening accounts for clients

with assets under management or account value of at least $50,000,000;

binding commitments and opening accounts for clients with assets under management or account

value of at least $150,000,000 in the aggregate;

binding commitments and opening accounts for clients with assets under management or account

value of at least $560,000,000 in the aggregate.

account values are inclusive of prior account values.

Each of the Production Payments will be paid as soon as administratively feasi ble

after the date on which the conditions for a given payment are met but no later than 30 days, provided that the Company is in full compliance

with its net capital and other regulatory requirements at that time.

Production Payments will be made fifty percent (50%) in cash and

fifty percent (50%) in shares of the Company.

Completing all required registrations and providing binding commitments and opening accounts for clients with assets under management or account value of at least $50,000,000;

Providing binding commitments and opening accounts for clients with assets under management or account value of at least $150,000,000 in the aggregate;

Providing binding commitments and opening accounts for clients with assets under management or account value of at least $560,000,000 in the aggregate.

The account values are inclusive of prior account

Each of the Production Payments will be paid as soon as administratively feasible after the date on which the conditions for a

given payment are met but no later than 30 days, provided that the Company is in full compliance with its net capital and other regulatory

requirements at that time.

Production Payments will be made fifty percent (50%) in cash and fifty percent (50%) in shares of the Company.

The Production Payments are subject to pro rata clawback if Ms.

Yu is terminated for cause

or resigns without good reason during the seven (7) years following the payment date of any Production Payment.

Yu is terminated for cause or resigns without good reason during the seven

(7) years following the payment date of any Production Payment.

Pursuant to the Yu Agreement, Ms.

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of the year following the performance year.

In 2024, the payment of the bonuses was accelerated and paid upon the incremental certification

by our Compensation Committee that the Company achieved the applicable revenue targets.

The Wool Agreement also provides that Mr.

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any earned annual bonus, and (iv) full vesting of all outstanding and then unvested equity awards.

Policies and Practices Related to the Grant

of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

The Company does not maintain a policy on the

timing of awards of options in relation to the disclosure of material nonpublic information.

Our Board of Directors and Compensation Committee

did not take into account any material nonpublic information in determining the timing of the equity awards made to our NEOs in 2024,

as such awards were made pursuant to their employment agreements and granted upon the attainment of specified performance goals.

not time the disclosure of material nonpublic information for the purpose of affecting the value of our executive compensation in 2024.

Retirement Benefits

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Anthony Hayes

(1) These options are fully vested.

options are fully vested.

Pay versus Performance

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Initial Fixed

(1) For each year shown, the PEO was the Chief Executive Officer,

Anthony Hayes.

The values reflected in this column reflect the “Total Compensation” paid to Mr.

Hayes, the Company’s

Principal Executive Officer, as set forth in the Summary of Compensation Table.

(2) The dollar amounts reported in this column represent the

amount of “compensation actually paid” to Mr.

Hayes, as computed in accordance with Item 402(v) of Regulation S-K.

dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr.

each year shown, the PEO was the Chief Executive Officer, Anthony Hayes.

The values reflected in this column reflect the “Total

Compensation” paid to Mr.

Hayes, the Company’s Principal Executive Officer, as set forth in the Summary of Compensation

dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr.

Hayes, as computed

in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual amount of compensation

earned by or paid to Mr.

Hayes during the applicable year.

In accordance

with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation

actually paid” amounts reported above for Mr.

Reconciliation

of Summary of Compensation Table Total to Compensation Actually Paid for CEO

In accordance with the requirements of Item 402(v) of Regulation S-K,

the following adjustments were made to determine the “compensation actually paid” amounts reported above for Mr.

Reconciliation of Summary of Compensation Table Total to Compensation Actually Paid for CEO

Summary of Compensation Table Total

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Compensation Actually Paid

(3) For 2021 and 2022, the non-PEO NEOs were Darrell Dotson, Carlos Aldavero and Christopher Devall.

2023, the non-PEO NEOs were Soo Yu and Kyle Wool.

The values reflected in this column reflect the average “Total

Compensation” paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for

the applicable year.

(4) The dollar amounts reported in column (e) represent

the average amount of “compensation actually paid” to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of

Regulation S-K.

The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to

such persons during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following

adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually

Reconciliation

of Average Summary of Compensation Table Totals for non-PEO NEOs to Average Compensation Actually Paid to non-PEO NEOs

Average Summary of Compensation Table

2022, the non-PEO NEOs were Darrell Dotson, Carlos Aldavero and Christopher Devall.

For 2023 and 2024, the non-PEO NEOs were Soo Yu and

The values reflected in this column reflect the average “Total Compensation” paid to each of the non-PEO NEOs

in the applicable year, as set forth in the Summary of Compensation Table for the applicable year.

dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs,

as a group, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not necessarily reflect

the actual average amount of compensation earned by or paid to such persons during the applicable year.

In accordance with the requirements

of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs

as a group for each year to determine the compensation actually paid:

Reconciliation of Average Summary of Compensation Table Totals for non-PEO NEOs to Average Compensation Actually Paid to non-PEO NEOs

Average Summary of Compensation Table Total

Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year

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Average Compensation Actually Paid

(5) Cumulative Total Share Return (“TSR”) is calculated

by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference

between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at

the beginning of the measurement period.

(6) The dollar amounts reported represent the amount of net income

reflected in the Company’s audited financial statements for the applicable year.

(5) Cumulative

Total Share Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period,

assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement

period by the Company’s share price at the beginning of the measurement period.

dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable

Analysis of the Information Presented in the

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Fees earned or paid in cash

Stock Awards ($)(1)(2)

Option Awards

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Kyle Haug (7)

stock awards were granted in accordance with ASC Topic 718 – Compensation – Stock Compensation .

of December 31, 2023, the aggregate number of stock and option awards held by each director was as follows:

Vander Zander holds 2,941 option awards;

Ronald Lieberman (8)

All stock awards were granted in accordance with ASC Topic 718 – Compensation – Stock Compensation .

As of December 31, 2024, the aggregate number of stock and option awards held by each director was as follows:

Vander Zanden holds 2,941 option awards;

Ledwick holds 2,941 option awards;

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Vander Zanden was paid $48,750 in cash compensation for his service as a director in 2024.

Vander Zanden retired from our board at the end of the third quarter 2024.

Ledwick was paid $65,000 in cash compensation for his service as a director in 2024.

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Haug was paid $65,000 in cash compensation for his service as a director in 2024.

Lieberman did not earn any cash compensation for his service as a director in 2024, which began on December 20, 2024.

During 2024, Mr.

Lieberman also served on the Company’s Advisory Board, for which he earned $3,551.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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of options to acquire 24,274 shares of common stock under the 2014 Equity Incentive Plan and 352,380 shares of common stock under the

2022 Equity Incentive Plan, and restricted stock awards to acquire 136,309 shares of common stock under the 2022 Equity Incentive Plan.

2022 Equity Incentive Plan.

of shares of common stock available for future issuance under our equity incentive plans.

1 unchanged sentence

Certain Beneficial Owners and Management

The following tables set forth certain information

concerning the number of shares of our common stock, Series D Convertible Preferred Stock (the “Series D Preferred Stock”)

and Series D-1 Convertible Preferred Stock (the “Series D-1 Preferred Stock”) owned beneficially as of March 26, 2024 by (i)

our officers and directors as a group and (ii) each person (including any group) known to us to own more than 5% of our common stock,

Series D Preferred Stock and Series D-1 Preferred Stock.

As of March 26, 2024 there were 5,934,917 shares of common stock outstanding,

3,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding.

Unless otherwise indicated,

it is our understanding and belief that the stockholders listed possess sole voting and investment power with respect to the shares shown.

The following tables set forth certain information concerning the number

of shares of our common stock, Series D Convertible Preferred Stock (the “Series D Preferred Stock”) and Series D-1 Convertible

Preferred Stock (the “Series D-1 Preferred Stock”) owned beneficially as of April 15, 2025 by (i) our officers and directors

as a group and (ii) each person (including any group) known to us to own more than 5% of our common stock, Series D Preferred Stock and

Series D-1 Preferred Stock.

As of April 15, 2025 there were 14,643,897 shares of common stock outstanding, 3,825 shares of Series D Preferred

Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding.

Unless otherwise indicated, it is our understanding and belief

that the stockholders listed possess sole voting and investment power with respect to the shares shown.

Beneficially Owned

3 unchanged sentences

Anthony Hayes

1,745,814 (2)

Robert Dudley

1 unchanged sentence

1,171,601 (6)

1,257,216 (7)

Christopher Devall

Ronald Lieberman

All Directors and Officers as a Group (10 persons)

611 Loch Chalet Ct Arlington, TX 76012-3470

Douglas Armstrong 570 Ocean Dr.

Apt 201 Juno Beach, FL 33408-1953

Francis Howard 376 Victoria Place London, SW1 V1AA United Kingdom

Charles Strogen 6 Winona Ln Sea Ranch Lakes, FL 33308-2913

Blue Finn Group LLC

Douglas Armstrong

Francis Howard

Charles Strogen

Chai Lifeline Inc.

151 West 30th Street, Fl 3 New York, NY 10001-4027

than 1% of the outstanding shares of the Company’s common stock.

12 unchanged sentences

(and only such person) by reason of these acquisition rights.

314,369 shares of common stock and 2,941 options for purchase of shares of common stock, which are exercisable within 60 days of March 26,

9,885 shares of common stock and 2,941 options for purchase of shares of common stock, which are exercisable within 60 days of March 26,

(4) Includes 9,470 shares of common stock and 2,941 options for

purchase of shares of common stock, which are exercisable within 60 days of March 26, 2024.

(5) Includes 9,470 shares of common stock and 2,941 options for

purchase of shares of common stock, which are exercisable within 60 days of March 26, 2024.

(6) Includes 246,431 shares of common stock.

(7) Includes 1,243,466 shares of common stock.

(8) Includes 32,103 restricted stock awards for purchase of shares

of common stock, which are exercisable within 60 days of March 26, 2024.

(9) Includes 30,033 shares of common stock and 47,618 options

for purchase of shares of common stock, which are exercisable within 60 days of March 26, 2024.

(10) Represents 10 shares of common stock issuable upon conversion

of the Series D Preferred Stock, which are convertible within 60 days of March 26, 2024.

(11) Represents 4 shares of common stock issuable upon conversion

of the Series D Preferred Stock, which are convertible within 60 days of March 26, 2024.

(12) Represents 7 shares of common stock issuable upon conversion

of the Series D Preferred Stock, which are convertible within 60 days of March 26, 2024.

(13) Represents 9 shares of common stock issuable upon conversion

of the Series D Preferred Stock, which are convertible within 60 days of March 26, 2024.

(14) Represents 7 shares of common stock issuable upon conversion

of the Series D-1 Preferred Stock, which are convertible within 60 days of March 26, 2024.

Unless otherwise noted, the business address of each of the following entities

or individuals is 725 Fifth Avenue, 22 nd Floor, New York, NY 10022.

(2) Includes 1,742,873 shares of common stock and 2,941 options for purchase