FF EAI Robotics Ecosystem Inc.
For the period ended Dec 31, 2024. Filed Jun 30, 2025.
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FY2024 · Filed Jun 30, 2025
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Compensation Committee Member
† Nominating and Corporate Governance Member
| (1) | On September 23, 2024, Mr. Michael Poirier resigned from his position as Chief Executive Officer and Chairman of the Board and Mr. Christopher Lotz resigned from his position as Chief Financial Officer of the Company. On September 25, 2024, the Board appointed Kevin Richardson II as the Interim Chief Executive Officer and Interim Chief Financial Officer. The resignations of Mr. Poirier and Mr. Lotz were attributed to disagreements with the Company regarding its future direction and strategic initiatives. |
| (2) | On February 25, 2024, Dr. Tariq Arshad resigned from his position as the Senior Vice President/Chief Medical Officer of the Company. On July 5, 2024, Dr. Richard David resigned from his position as a member of the Board. On July 5, 2024, the Board appointed Campbell Becher as a member of the Board and on September 25, 2024, the Board appointed Campbell Becher as President of the Company. |
| (3) | On October 3, 2024, Mr. Matt Korenberg resigned from his position as an independent member and Chairman of the Audit Committee of the Board. On October 8, 2024, the Board appointed Mr. Braeden Lichti as an independent member of the Board. |
| (4) | On July 5, 2024, Mr. Sidney Emery resigned from his position as a member of the Board and the Board appointed Mr. Robert Lim as a member of the Board. On June 20, 2025, the Board appointed Mr. Robert Lim as the chairman of the audit committee. |
| (5) | On July 5, 2024, Mr. Kurt Kruger and Mr. Ira Ritter resigned from their position as a member of the Board and the Board appointed Cody Price as a member of the Board. |
| (6) | On November 13, 2024, the Board appointed Mr. Graydon Bensler as an independent member of the Board. |
A brief description of the background and business experience of our executive officers and directors for the past five years is as follows:
Kevin Richardson II. Mr. Richardson joined Sanuwave as chairman of the board of directors in August 2005 until August 2022. Mr. Richardson served as CEO from October 2013 through May 2023, and Chief Strategic officer May 2023- May 2024. He currently serves as an advisor for ProDev Labs. In 2003, he founded Prides Capital LLC and Prides Capital Partners LLC, where he is managing director of the $700 million assets under management investment firm. From 1999 to 2003, Mr. Richardson was a partner at Blum Capital Partners, a $2.5 billion investment firm, where he was the lead public partner on 18 investments. Prior to Blum Capital, he worked with Tudor Investment Corporation and Fidelity Management and Research, where he managed funds in aerospace and defense and performed research in a variety of technical, financial, healthcare, and IT industries. Mr. Richardson is also on the boards of publicly traded multichannel distributor As Seen On TV, Inc. and E-Diets, and travel technology company, Pegasus Solutions. Previously, he served on the boards of Healthtronics and QC Holdings. Mr. Richardson received an undergraduate degree from Babson College and an MBA from Kenan-Flagler Business School at the University of North Carolina. Mr. Richardson’s extensive experience in leading strategic and turnaround efforts in various small cap companies contributed to our board of directors’ conclusion that he should serve as a director of our company.
Campbell Becher. Mr. Becher is the Chief Executive Officer of IberAmerican Lithium, and has held that position since September 2023. Mr. Becher has also been president or Orchid Capital Partners Corp. since 2014, and has over 20 years of experience in investment banking, including the founding of Byron Capital Markets, an investment bank focused on the electric metals sector. Mr. Becher served as Byron’s CEO from 2008 to 2014 and led its sponsorship of the Electric Metals Conference for several years as well as sponsoring the Industrial Minerals World Lithium Conference. Mr. Becher currently serves as a board member at Royal Helium Ltd. and Strategic Minerals Europe Corp. and previously served as a Managing Director at Haywood Securities Inc. Mr. Becher’s extensive investment banking background and executive leadership experience contributed to our board of directors’ conclusion that he should serve as a director of our company.
Braeden Lichti. Braeden Lichti is the founder and Chief Executive Officer of BWL Investments Ltd., a privately held holding corporation he established in 2016, and NorthStrive Companies, Inc., a U.S. based investment and advisory services company he founded in 2021. Mr. Lichti also serves as Chairman of PMGC Holdings Inc., a leading holding company leveraging strategic acquisitions, capital deployment and asset optimization to drive long-term growth and Hydromer, Inc., a global leader in surface modification and coating solutions, focusing on hydrophilic, thromboresistant and antimicrobial coatings for medical devices and various industrial applications. Established in 1980 and headquartered in Concord, North Carolina, Hydromer offers a wide range of services, including polymer research and development, contract coating and specialized analytical testing. Mr. Lichti co-founded PMGC Holdings Inc. in 2020 and has served as its advisor and has been a principal stockholder since its formation. He has remained the largest stockholder through companies he controls and recently assumed the role of Chairman in 2024. We believe that Mr. Lichti’s extensive experience as a director and advisor to multiple publicly traded companies and his significant executive experience and his having served as Chairman for similarly situated companies makes him a qualified director for our Company.
Robert B. Lim. Mr. Lim is a business forward lawyer based in Vancouver, British Columbia who primarily practices in corporate commercial law and litigation. Mr. Lim co-founded De Novo Law Corporation in March 2023 after winding down his solo practice with Robert Bradley Lim Law Corporation in February 2023. Before being called to the bar as a lawyer, Mr. Lim worked at the University of British Columbia’s Sauder School of Business as a graduate academic assistant, and Winright Law Corporation, first as a legal assistant in 2020 and then later as an articling student/lawyer in 2021. Prior to his legal career, Mr. Lim came from a marketing background, working as a marketing coordinator for NEXT Environmental in 2018, and operated his own digital marketing agency where he provided digital advertising and marketing services to clients throughout British Columbia from 2017 – 2019. Mr. Lim has also served on the board of directors of Aerwins Technologies Inc. (AWIN) as an independent director from July 2023 – July 2024. Mr. Lim’s expertise in corporate law contributed to our board of directors’ conclusion that he should serve as a director of our company.
Cody Price. Mr. Price is the President and Chief Executive Officer of True North Alliance, and has held that position since 2017. Mr. Price is an esteemed Compliance Management Professional, recognized for his comprehensive expertise in regulatory compliance, internal auditing, and risk management. Currently serving as a Contract Compliance Manager in Sacramento, California, Mr. Price demonstrates exceptional proficiency in managing compliance operations across multiple entities. In his present capacity, he oversees compliance functions for a wide array of distributors, processors, cultivators, and manufacturers, ensuring strict adherence to county and state licensing requirements, auditing protocols, and regulatory affairs. His responsibilities span nine companies, underscoring his adeptness in handling intricate compliance challenges within highly regulated sectors. With 19 years of extensive experience, he consistently ensures that businesses maintain full compliance and operational efficiency, fostering their growth and success. Mr. Price’s meticulous attention to detail, deep regulatory knowledge, and exemplary leadership skills contributed to our board of directors’ conclusion that he should serve as a director of our company.
Graydon Bensler. Mr. Bensler is currently serving as the Chief Executive Officer, Chief Financial Officer and a director of PMGC Holdings Inc., a leading holding company leveraging strategic acquisitions, capital deployment and asset optimization to drive long-term growth since 2020 and 2024, respectively. Mr. Bensler is a financial professional and analyst with over seven years of experience in financial consulting and management for both private businesses and US/Canadian publicly traded companies and is a CFA Charterholder (CFA) In 2017, Mr. Bensler Co-founded an Ed Tech curriculum management and scheduling company that was implanted in academic schools in Canada and the United States. From 2017 to 2019, Mr. Bensler was an account manager at a leading Canadian investor relations firm where he represented publicly traded companies across a wide range of sectors where he worked directly with investment banks, investment brokers and company executives and directors. During his tenure, Mr. Bensler created and conveyed messaging about his clients’ strategic position in the market and successfully guided several companies through multiple financings. From 2019 to 2021, Mr. Bensler was a Senior Associate at Evans & Evans, a Canadian boutique investment banking firm where he led valuations and going public transactions for Canadian and United States companies. In this capacity, Mr. Bensler gained strong knowledge of the capital markets, public company compliance requirements, and regularly interfaced with regulators, auditors, board and executive management. Mr. Bensler was also a director of publicly traded Health Logic Interactive Inc. (TSXv: CHIP) from 2020 to 2024. Mr. Bensler received his Bachelor of Management and Organizational Studies degree from the University of Western Ontario, with specialization in Finance, and is a CFA Charterholder. We believe that Mr. Bensler’s extensive experience as a finance executive and his familiarity with both the banking and the financial consulting sectors and his having served as an account manager for similarly situated companies makes him a qualified director for our Company.
Term of Office
Our Board currently consists of six members. Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until their resignation or removal in accordance with our amended and restated bylaws. Our officers are appointed by our Board and hold office until removed by the Board. Our amended and restated bylaws provide that the authorized number of directors comprising our Board will be fixed, from time to time, by a majority of the total number of directors.
Family Relationships
There are no family relationships among any of our directors or executive officers. There is no arrangement or understanding between any director and any other person pursuant to which the director was selected.
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability of our directors or executive officers.
Code of Business Conduct and Ethics
Our Board has adopted a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The Investor Relations section of our website, which is located atwww.qlgntx.com, displays a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.
Insider Trading Policy
All officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading Policy. The Insider Trading Policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in the trading of our securities. To ensure compliance with the Insider Trading Policy and applicable federal and state securities laws, all officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries must refrain from the sale or purchase of our securities except in specific designated trading windows or pursuant to 10b5-1 trading plans that were preapproved. Even during a trading window period, certain insiders, including our named executive officers and directors, must comply with our designated pre-clearance policy prior to trading in our securities.
Director Independence and Board Committees
An “independent director” is defined generally as a director that is not an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Braeden Lichti, Robert Lim, Cody Price and Graydon Bensler serve as members of our Board. Our Board has determined that Braeden Lichti, Robert Lim, Cody Price and Graydon Bensler are “independent directors” as defined in the listing rules of Nasdaq and under Rule 10-A-3(b)(1) of the Exchange Act and applicable SEC rules.
Audit Committee. We currently have a standing Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent and financially literate, and one member of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules. Messrs. Graydon Bensler, Robert Lim and Cody Price serve as members of our Audit Committee. Mr. Lim serves as the Audit Committee Chairman. Mr. Bensler qualifies as an “audit committee financial expert” under the SEC rules.
We have adopted an Audit Committee charter, which details the purpose and principal functions of the Audit Committee, including to:
| ● | appoint, compensate, and oversee the work of any registered public accounting firm employed by us; |
| ● | resolve any disagreements between management and the auditor regarding financial reporting; |
| ● | pre-approve all auditing and non-audit services; |
| ● | retain independent counsel, accountants, or others to advise the Audit Committee or assist in the conduct of an investigation; |
| ● | seek any information it requires from employees – all of whom are directed to cooperate with the Audit Committee’s requests – or external parties; |
| ● | meet with our officers, external auditors, or outside counsel, as necessary; and |
| ● | oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policies. |
Compensation Committee. We have a standing Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent. Robert Lim and Cody Price serve as members of our Compensation Committee. Mr. Lim serves as the Compensation Committee Chairman.
We have adopted a Compensation Committee charter, which details the purpose and responsibility of the Compensation Committee, including to:
| ● | discharge the responsibilities of the Board relating to compensation of our directors, executive officers and key employees; |
| ● | assist the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans; |
| ● | oversee the annual process of evaluation of the performance of our management; and |
| ● | perform such other duties and responsibilities as enumerated in and consistent with the Compensation Committee’s charter. |
The Compensation Committee’s charter permits the committee to retain or receive advice from a compensation consultant and outlines certain requirements to ensure the consultant’s independence or certain circumstances under which the consultant need not be independent. However, as of the date hereof, we have not retained such a consultant.
Nominating and Corporate Governance Committee. We have a standing Nominating and Corporate Governance Committee. Robert Lim and Cody Price serve as members of the Nominating and Corporate Governance. Mr. Price serves as the Nominating and Corporate Governance Committee Chairman.
We have adopted a Nominating and Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating and Corporate Governance Committee, including to:
| ● | assist the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees for the next annual meeting of shareholders; |
| ● | lead the Board in its annual review of its performance; |
| ● | recommend director nominees to the Board for each committee of the Board; and |
| ● | develop and recommend to the Board corporate governance guidelines applicable to us. |
Meetings of the Board of Directors
During our fiscal year ended December 31, 2024, the Board met from time to time informally and acted by written consent on numerous occasions.
Involvement in Certain Legal Proceedings
To our knowledge, none of our current directors or executive officers has, during the past 10 years:
| ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| ● | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; |
| ● | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| ● | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| ● | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| ● | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Indemnification and Limitation on Liability of Directors
Our amended and restated certificate of incorporation, as amended, limit the liability of our directors to the fullest extent permitted by Delaware law. Nothing contained in the provisions will be construed to deprive any director of his or her right to all defenses ordinarily available to the director nor will anything herein be construed to deprive any director of any right he or she may have for contribution from any other director or other person.
At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.