UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934(Amendment No. )
| Filed by the Registrant x | ||||
Filed by a Party other than the Registrant o | ||||
Check the appropriate box: | ||||
Preliminary Proxy Statement | ||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
Definitive Proxy Statement | ||||
o | Definitive Additional Materials | |||
o | Soliciting Material under §240.14a-12 | |||
| STEVIA FIRST CORP. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
N/A | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
No fee required. | ||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (4) | Date Filed: | |||
STEVIA FIRST CORP.
To the Stockholders of Stevia First Corp.:
Late last year, we discovered that our technology was useful for production of cannabinoid pharmaceuticals, as described in an 8-K dated October 26, 2015. Since then, we have continued to work to more fully characterize and understand the commercial potential of these compounds, and to explore their utility for treatment of serious neurological and inflammatory conditions, such as inflammatory bowel disease and multiple sclerosis.
Stevia First Corp., a Nevada corporation, will be holding its 2014 Annuala Special Meeting of Stockholders on June 9, 2014,July 15, 2016, at 2:1:00 p.m., Pacific Time,Time, at 400 Continental Boulevard, 6th Floor, El Segundo, California 90245. You are cordially invited90245 to attend.consider and vote on a proposal to change the company name to Vitality Biopharma, Inc., as well as additional amendments to our Articles of Incorporation and the 2012 Stock Incentive Plan.
Whether or not you attend the annualspecial meeting, it is important that your shares be represented and voted at the meeting. We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials, which include the Notice of Annual Meeting, our Proxy Statement, our 2013 Annual Report on Form 10-K and a proxy card or voting instruction form. The Notice contains instructions on how to access those documents on the internet and how to cast your vote via the internet. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials by mail. If you receiveare a paper copy of our proxy materials, you can castregistered stockholder, please vote your voteshares as soon as possible by completing, signing, dating and returning the enclosed proxy card, and returning it in the postage-prepaid envelope provided, or by utilizingvoting over the telephoneInternet. If you hold your shares in “street name” through a bank, broker or internet voting systems.
The Board of Directorsother nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and management look forward to seeing youvoted at the annual meeting.Special Meeting.
| Sincerely, | ||
Robert Brooke |
April 11, 2014June 20, 2016
STEVIA FIRST CORP.
5225 Carlson Rd.1901 Avenue of the Stars, 2nd Floor.
Yuba City,Los Angeles, California 9599390067
(530) 231-7800
NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2014JULY 15, 2016
Notice is hereby given that the 2014 Annuala Special Meeting of Stockholders (the “Annual“Special Meeting”) of Stevia First Corp. (the "Company," "Stevia First," "we" or "our") will be held on June 9, 2014July 15, 2016 at 2:1:00 p.m., Pacific Time, at400 Continental Boulevard, 6th Floor, El Segundo, California 90245, for the following purposes, which are further described in the accompanying proxy statement:
| (1) | To amend the Company’s Articles of Incorporation, whereby a) the name of the Company would change to |
| (2) |
| adding an evergreen provision which, on January 1 of each year, increases the number of the Company’s common shares available for issuance under the Plan by a number equal to |
Only stockholders of record at the close of business on April 8, 2014June 22, 2016 are entitled to receive notice of and to vote at the AnnualSpecial Meeting.
All stockholders are cordially invited to attend the AnnualSpecial Meeting. Whether you plan to attend the AnnualSpecial Meeting or not, it is important that your shares be represented.
| By order of the Board of Directors, | ||
| /s/ ROBERT BROOKE | ||
| Robert Brooke Chief Executive Officer |
Yuba City,Los Angeles, CaliforniaApril 11, 2014June 20, 2016
Important Notice Regarding the Availability of Proxy Materials for theAnnual Meeting of Stockholders to Be Held on June 9, 2014
Our Proxy Statement and our 2013 Annual Report on Form 10-K are available at www.proxyandprinting.com/#!vote-your-proxy. This website address contains the following documents: the Notice of the Annual Meeting, our Proxy Statement and our 2013 Annual Report on Form 10-K. You are encouraged to access and review all of the important information contained in the proxy materials before voting.
STEVIA FIRST CORP.
5225 Carlson Rd.1901 Avenue of the Stars, 2nd Floor.
Yuba City,Los Angeles, California 9599390067
(530) 231-7800
PROXY STATEMENT
GENERAL INFORMATION
We are sending you this proxy statement in connection with the solicitation of proxies by our Board of Directors for use at the 2014 AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) of Stevia First Corp., a Nevada corporation (the "Company," "Stevia First," "we" or " our"), which we will hold on June 9, 2014July 15, 2016 at 2:1:00 p.m., Pacific Time, at400 Continental Boulevard, 6th Floor, El Segundo, California 90245.
The record date for the AnnualSpecial Meeting is April 8, 2014.June 22, 2016. All holders of record of our common stock on the record date are entitled to notice of and to vote at the AnnualSpecial Meeting and any meetings held upon any adjournment or postponement thereof. On the record date, there were 66,882,523[105,617,074] shares of the Company’s common stock outstanding and entitled to vote. As a stockholder, you are entitled to one vote for each share of common stock you held on the record date, including shares held for you in an account with a broker, bank or other nominee and those held directly in your name as the stockholder of record.
As permittedIf you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning the Securities and Exchange Commission (“SEC”), we are providing most stockholders with access to ourenclosed proxy materialscard, or by voting over the internet rather than in paper form. Accordingly, on or about April 14, 2014, we will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials over the internet. We will mail printed copies of the full set of proxy materials to the rest of our stockholders.Internet. If you receive the Notice by mail,hold your shares in “street name” through a bank, broker or other nominee, you will not receive a printed copy of the proxy materials in the mail unless youneed to follow the instructions contained onprovided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Notice for requesting such materials. The Notice instructs you on how to access and review all of the important information contained in our Proxy Statement and our 2013 Annual Report on Form 10-K over the internet. The Notice also instructs you on how to submit your proxy via the internet.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 9, 2014:
Our Proxy Statement and our 2013 Annual Report on Form 10-K are Available atwww.proxyandprinting.com/#!vote-your-proxy . This website address contains the following documents: the Notice of the Annual Meeting, our Proxy Statement and our 2013 Annual Report on Form 10-K. You are encouraged to access and review all of the important information contained in the proxy materials before voting.
Special Meeting.
Unless you instruct otherwise in the proxy, any proxy that is not revoked will be voted at the AnnualSpecial Meeting in accordance with the recommendations of our Board of Directors:
| • | FOR | |
| • | FOR the amendment to the Stevia First Corp. 2012 Stock Incentive Plan; | |
Voting Information
Under our Bylaws, the presence, in person or by a proxy, of two stockholders will constitute a quorum for purposes of the AnnualSpecial Meeting. Abstentions, broker non-votes, and shares as to which authority to vote on any proposal is withheld, are each included in the determination of the number of shares present at the AnnualSpecial Meeting for purposes of obtaining a quorum.
Under Nevada law, when a quorum is present at any meeting, directors are elected by a plurality of the votes cast by the stockholders entitled to vote in the election of directors. Under Nevada law, action on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action. For purposes of all of the proposals brought at the AnnualSpecial Meeting, including for the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
A "broker non-vote" occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have the discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. Broker non-votes are not deemed to be votes cast on a proposal. Under applicable rules, brokers or other nominees have discretionary voting power with respect to matters that are considered routine, but not with respect to non-routine matters. Proposal No. 1 (the election2 (amendment of directors)articles of incorporation), and Proposal No. 32 (amendment to our 2012 Stock Incentive Plan) are considered non-routine matters. Proposal No. 2 (ratification of independent registered public accounting firm) is considered a routine matter. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on these proposals. Broker non-votes are not expected to result from the vote on Proposal No. 2.
If any other matters are properly presented at the AnnualSpecial Meeting for consideration, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named as proxies and acting there underthereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. If the AnnualSpecial Meeting is postponed or adjourned, a stockholder's proxy may remain valid and may be voted at the postponed or adjourned meeting. A stockholder will still be able to revoke the stockholder's proxy until it is voted. As of the date of this Proxy Statement, the Board of Directors does not know of any matters other than those described in this Proxy Statement that will be presented at the AnnualSpecial Meeting.
Proxies properly executed and received by us prior to the Annualspecial Meeting and not revoked will be voted as directed therein on all matters presented at the AnnualSpecial Meeting. In the absence of specific direction from a stockholder, proxies will be voted as recommended by our Board of Directors.
Proxy Solicitation Costs
We will pay for the cost of preparing, assembling, printing and mailing these proxy materials to our stockholders, as well as the cost of soliciting proxies relating to the AnnualSpecial Meeting. We may request banks and brokers to solicit their customers who beneficially own our common stock listed of record in names of nominees. We will reimburse these banks and brokers for their reasonable out-of-pocket expenses regarding these solicitations. Our officers, directors and regular employees may supplement the original solicitation by mail of proxies by telephone, facsimile, e-mail and personal solicitation. We will pay no additional compensation to our officers, directors and employees for these activities.
Voting of Proxies
You may vote by attending the AnnualSpecial Meeting and voting in person or you may vote by submitting a proxy. If you are the record holder of your stock, you may vote by submitting your proxy via the internet, by telephonefax or through the mail. To vote via the internet, follow the instructionsinternet; 1. visit www.islandstocktransfer.com;2. click on the Notice or go to the internet address stated on“Vote Your Proxy”; and 3. enter your proxy card. ToControl Number. You can also vote by telephone, call the number on your proxy card. If you receive only the Notice, you may follow the procedures outlined in the Notice to vote via the internetfax at 1-727-289-0069 or request a proxy card. As an alternative to voting by telephone or via the internet, you may vote by mail. If you receive only the Notice, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail.emailingakotlova@islandstocktransfer.com. If you receive a paper copy of the proxy materials and wish to vote by mail, simply mark your proxy card, date and sign it and return it in the postage-prepaid envelope. If you do not have the postage-prepaid envelope, please mail your completed proxy card to the following address: Stevia First Corp., c/o Island Stock Transfer, 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida, 33760. If you plan to attend the AnnualSpecial Meeting and wish to vote in person, you will be given a ballot at the AnnualSpecial Meeting. Even if you plan to attend the AnnualSpecial Meeting, we encourage you to submit your proxy to vote your shares in advance of the AnnualSpecial Meeting.
If you hold your shares of common stock in street name you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions via the internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of our Proxy Statement and proxy card by following the instructions on the notice provided by your broker, bank or other nominee. Please note that if your shares are held of record by a broker, bank or other nominee, and you decide to attend and vote at the AnnualSpecial Meeting, your vote in person at the AnnualSpecial Meeting will not be effective unless you present a legal proxy, issued in your name from your broker, bank or other nominee. Please contact your broker, bank or other nominee for specific information on how to obtain a legal proxy in order to vote your shares at the meeting.
All shares entitled to vote and represented by properly submitted proxies received before the polls are closed at the AnnualSpecial Meeting, and not revoked or superseded, will be voted at the AnnualSpecial Meeting in accordance with the instructions indicated on those proxies. The internet and telephone voting facilities will close at 5:00 p.m., Eastern Time, on June 5, 2014,July 14, 2016, the day before the AnnualSpecial Meeting. If no direction is indicated on a proxy, your shares will be voted by the proxy holders named in the enclosed proxy according to the recommendation of our Board of Directors.
If you are the record holder of your stock, you can revoke your proxy at any time before the AnnualSpecial Meeting by sending to the Company’s Secretary a written revocation or a proxy bearing a later date. You may also revoke your proxy by attending the AnnualSpecial Meeting in person and casting a ballot. If you hold your shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee as to how to vote your shares, you must obtain a legal proxy and bring it to the meeting in order to change your vote at the AnnualSpecial Meeting. Please contact your broker, bank or other nominee for specific information on how to revoke your proxy.
Delivery of Proxy Materials to Households
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are the Company's stockholders will be "householding" our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement and annual report, please notify your broker, direct your written request to Stevia First Corp., c/o Corporate Secretary, 5225 Carlson Road, Yuba City,1901 Avenue of the Stars, 2nd Floor, Los Angeles, California 9599390067, or call Investor Relations at (530) 231-7800. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request "householding" of their communications should contact their brokers.
PROPOSAL NO. 1ELECTIONAPPROVAL OF DIRECTORSTHE AMENDMENT OF STEVIA FIRST CORP.’S ARTICLES OF INCORPORATION
Our Board of Directors currently consists of three members, Dr. Avtar Dhillon, Dr. Anthony Maida, and Robert Brooke. Under our Bylaws, our directors serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal.
No arrangement or understanding exists between any nominee and any other person or persons pursuant to whom any nominee was or is to be selected as a director or director nominee of the Company. None of the nominees has any family relationship with any other nominee or with any of our executive officers.
If one or more of the nominees are unable or not willing to serve, the persons named as proxies may vote for the election of the substitute nominees thatOn May 4, 2016, our Board of Directors may propose. The accompanying proxy containsadopted a discretionary grantresolution to amend the Company’s Articles of authority with respectIncorporation, whereby a) the name of the Company would change to this matter. The persons named as proxies may not voteVitality Biopharma, Inc. (“Vitality”), b) the Company would exchange one (1) share of the Company’s Common Stock (“Common Stock”) for a greater numbereach 10 shares of persons thanCommon Stock currently outstanding or exercisable under any outstanding warrants or option agreements and c) the number of nominees named above.shares of authorized common stock would be increased from 525,000,000 to 1,000,000,000. To avoid the issuance of fractional shares of Common Stock, the Company will issue an additional share to all holders of fractional shares. The effective date of the reverse stock split will be July 18, 2016.
Nominees for Election at this Annual Meeting. The Nomination and Corporate Governance Committee of our Board of Directors has recommended, and our Board of Directors has nominated, Dr. Avtar Dhillon, Dr. Anthony Maida, and Robert Brooke for election as our directors at the Annual Meeting. All of these individuals are currently members of our Board of Directors. Each nominee has consented to being named in this proxy statement as a nominee and has agreed to serve as a director if elected.
Director Nominees
Set forth below is certain information regarding our director nominees:
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Nominating and Corporate Governance Committee
(4) Member of Financing Committee
(5) Currently serves as our only executive officerPLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
Dr. Avtar DhillonName Change has served as the Chairman of our Board of Directors since January 31, 2012 and has served as a director since August 17, 2011. Dr. Dhillon also served as our Interim Principal Executive and Financial Officer from August 17, 2011 until January 31, 2012. Dr. Dhillon has served as Chairman of the Board of Directors of OncoSec Medical Incorporated (OTCBB: ONCS) since March 2011, and of Arch Therapeutics since April 2013, after serving as a director since May 2011. Dr. Dhillon served as President and Chief Executive Officer of Inovio Pharmaceuticals, Inc. (formerly Inovio Biomedical Corporation) (NYSE MKT: INO) from October 2001 to June 2009, as President and Chairman of Inovio from June 2009 until October 2009, as Executive Chairman from October 2009 until August 2011, and as Chairman from September 2011. During his tenure at Inovio, Dr. Dhillon led the successful turnaround of the company through a restructuring, acquisition of technology from several European and North American companies, and a merger with VGX Pharmaceuticals to develop a vertically integrated DNA vaccine development company. Dr. Dhillon led multiple successful financings for Inovio and concluded several licensing deals that included multinational companies, Merck and Wyeth (now Pfizer). Prior to joining Inovio, Dr. Dhillon held roles of increasing responsibility with MDS Capital Corp. (now Lumira Capital Corp.), one of North America's leading healthcare venture capital organizations, from August 1998 until September 2001. In July 1989, Dr. Dhillon started a medical clinic and subsequently practiced family medicine for over 12 years until September 2001. Dr. Dhillon has been instrumental in successfully turning around struggling companies and influential as an active member in the biotech community. From March 1997 to July 1998, Dr. Dhillon was a consultant to CardiomePharma Corp. ("Cardiome"), a biotechnology company listed on the Toronto Stock Exchange and NASDAQ. While at Cardiome, Dr. Dhillon led a turnaround based on three pivotal financings, establishing a clinical development strategy, and procuring a new management team. In his role as a founder and board member of companies, Dr. Dhillon has been involved in several early stage healthcare focused companies listed on the Toronto Stock Exchange and TSX Venture Exchange, which have successfully matured through advances in their development pipeline and subsequent merger and acquisition transactions. He was a founding board member in February 2004 of Protox Therapeutics, Inc. (“Protox”), now a publicly traded specialty pharmaceutical company known as Sophiris Bio Inc. Dr. Dhillon maintained his board position at Protox until the execution of a financing with Warburg Pincus in November 2010. Dr. Dhillon currently sits on the Board of Directors of BC Advantage Funds, a venture capital corporation in British Columbia, and has held this role since November 2003. Dr. Dhillon brings extensive experience in biotechnology companies to our Board of Directors, as well as significant experience with obtaining financing and pursuing and completing strategic transactions. He has valuable experience serving on the Board of Directors of other publicly traded and privately held companies.
Dr. Anthony Maida, III, joined our Board of Directors in March 2012. Dr. MaidaThe Company has servedrecently expanded its activities beyond the stevia industry, and will focus on the Board of Directors of OncoSec Medical Incorporated since June 2011 and currently serves as the Chair of its Audit Committee and as a member of its Nominating and Corporate Governance Committee. Dr. Maida has served on the Board of Directors of Spectrum Pharmaceuticals, Inc. (NASDAQ GS: SPPI) since December 2003 and currently serves as the Chair of its Audit Committee and a member of its Compensation Committee, Placement Committee, Nominating and Corporate Governance Committee and Product Acquisition Committee. He is currently Senior Vice President – Clinical Research (from June 2011) at Northwest Biotherapeutics, Inc., a company focused on the development of therapeutic DC cell based vaccines to treat patients with cancer. Dr. Maida has been the acting Chairman (from March 2003) of Dendri Therapeutics, Inc., a startup company focused on the clinical development of therapeutic vaccines for patients with cancer, since 2003. He also serves as Principal of Anthony Maida Consulting International (since September 1999), providing consulting services to large and small biopharmaceutical firms in the clinical development of oncology products and product acquisitions and to venture capital firms evaluating life science investment opportunities. Recently Dr. Maida was Vice President of Clinical Research and General Manager, Oncology, world-wide (from August 2010 to June 2011) for PharmaNet, Inc. He served as the President and Chief Executive Officer of Replicon NeuroTherapeutics, Inc., a biopharmaceutical company focused on the therapy of patients with tumors (both primary and metastatic) of the central nervous system, where he successfully raised financing from both venture capital and strategic investors and was responsible for all financial and operational aspects of the company, from June 2001 to July 2003. He was also President (from December 2000 to December 2001) of CancerVax Corporation, a biotechnology company dedicated to the treatment of cancer. He has been a speaker at industry conferences and is a member of the American Society of Clinical Oncology, the American Association for Cancer Research, the Society of Neuro-Oncology, the American Chemical Society and the International Society for Biological Therapy of Cancer. Dr. Maida received a B.A. in History from Santa Clara University in 1975, a B.A. in Biology from San Jose State University in 1977, an M.B.A. from Santa Clara University in 1978, an M.A. in Toxicology from San Jose State University in 1986 and a Ph.D. in Immunology from the University of California, Davis, in 2010. Dr. Maida brings to the Board of Directors significant practical experience in agriculture. We believe that his financial and operational experience in our industry will provide important resources to our Board.
Robert Brooke has served as a director and our Chief Executive Officer since January 31, 2012, and previously served as our Vice President of Business Development beginning in October 2011. Mr. Brooke was a founder of Lion Biotechnologies, Inc., formerly Genesis Biopharma, Inc. (OTCBB: LBIO.OB), a cancer drug development company, where he also served as Director, President and Chief Executive Officer from March 2010 until February 2011. Mr. Brooke is a co-founder of Intervene Immune, Inc., a privately held biotechnology company focused on immune regeneration, and since March 2014 has served on a limited part-time basis as Chief Executive Officer. Mr. Brooke was the founder of Percipio Biosciences, Inc., a privately held research diagnostics company that manufactures and distributes products related to oxidative stress research, and served as its President, on a limited part-time basis, from 2008 until June 2013. From 2004 to 2008, he was an analyst with Bristol Capital Advisors, LLC, investment manager to Bristol Investment Fund, Ltd. (“Bristol”). During this period, Bristol financed over 60 public healthcare and life science companies and was listed by The PIPEs Report in 2005 as being the most active investor in private placements by public biotechnology companies. Mr. Brooke earned a B.S. in Electrical Engineering from Georgia Tech in 2003 and a M.S. in Biomedical Engineering from UCLA in 2005. Mr. Brooke provides our Board of Directors with public and private capital raising experience, as well as experience in leading early stage biotechnology companies.
Required Vote
Directors are elected by a plurality of the votes cast by the stockholders entitled to vote in the election of directors, meaning that the nominees who receive the highest number of votes will be elected.
pharmaceutical development. The Board of Directors recommends a vote FORbelieves it is in the election of eachbest interests of the named nominees as directors.Company to change the company name to Vitality Biopharma, Inc., in order to better reflect its new direction.
PROPOSAL NO. 2RATIFICATIONPURPOSE AND MATERIAL EFFECTS OF APPOINTMENT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTHE REVERSE STOCK SPLIT
The Audit Committee has selected Weinberg & Company, P.A. asmarket price of our independent registered public accounting firm with respect toCommon Stock is based primarily on our financial statements for the fiscal year ending March 31, 2015. In taking this action, the Audit Committee considered Weinberg & Company, P.A.'s independence with respect to the services to be performedperformance and other factors, thatmost of which are unrelated to the Audit Committee andnumber of shares outstanding. However, the Board of Directors believe are advisablethat, among other reasons, the number of outstanding shares and the stock price per share of our Common Stock have made it difficult to attract new investors and potential business candidates. As a result, the Board of Directors has proposed the Reverse Stock Split as one method to help attract new investors and business opportunities to the Company.
When a company engages in a reverse stock split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding. Assume the market price is $0.01 per share. Assume that the company declares a 1 for 5 reverse stock split. After the reverse split, that company will have 1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an individual investor owned 10,000 shares of that company before the split at $0.01 per share, he will own 2,000 shares at $0.05 after the split. In either case, his stock will be worth $100. There is no assurance that that Company's stock will rise in price after a reverse split or that additional investment or business opportunities will emerge as a result.
The effect of the reverse split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in similar circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction in the best interestnumber of shares of Common Stock outstanding resulting from the reverse split.
The reverse split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional share. All stockholders holding a fractional share shall be issued an additional share. The principal effect of the stockholders. As a matterReverse Stock Split will be that the number of good corporate governance,shares of Common Stock issued and outstanding will be reduced from 105,617,074 shares of Common Stock as of June 22, 2016 to approximately 10,561,708 shares (depending on the Audit Committee has decided to submit its selection to stockholders for ratification. In the eventnumber of fractional shares that this selection of independent registered public accounting firm is not ratified by a majority vote ofare issued or cancelled). The Reverse Stock Split will affect the shares of common stock present or represented atoutstanding. Currently, the Annual Meeting, the Audit Committee may consider the selectionCompany has no Preferred Shares authorized. The number of a different firm.
Representativesauthorized shares of Weinberg & Company, P.A. are expected to attend the 2014 Annual Meeting andCommon Stock will not be available to respond to appropriate questions and to make a statement if they so desire. If Weinberg & Company, P.A. should decline to act or otherwise become incapable of acting, or if Weinberg & Company, P.A.'s engagement is discontinued for any reason, the Audit Committee will appoint another independent registered public accounting firm to serve as our independent registered public accounting firm for our 2015 fiscal year.
Change in Certifying Public Accounting Firm
On August 31, 2012, with the approval of our Board of Directors, we dismissed Seale & Beers, LLC (“Seale”) as the Company’s independent registered public accounting firm engaged to audit the Company’s financial statements.affected.
The reports issued by Seale relating to its auditsReverse Stock Split will not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Stock Split, the stated capital on our balance sheets ofsheet attributable to our Common Stock will be reduced to less than the Company as of March 31, 2012 and 2011,present amount, and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the fiscal years then ended and for the period from inception through June 30, 2012, contained an explanatory paragraph raising substantial doubt about the Company’s ability to continue as a going concern. Other than as disclosed above, such reports did not contain an adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope or accounting principles.
The Company’s decision to dismiss Seale was not the result of any disagreement between the Company and Seale on matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. From December 6, 2009, the date of Seale’s appointment as the Company’s independent registered public accounting firm, through August 31, 2012, there were no disagreements with Seale on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Seale, would have caused Seale to make a reference thereto in connection with its reports. Pursuant to the rules of the Securities and Exchange Commission applicable to smaller reporting companies, Seale was not required to provide an attestation as to the effectiveness of the Company’s internal control over financial reporting for any period since the Company’s inception. However, as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012 and Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, the Company’s management determined, as of the dates of those reports, that the Company’s internal control over financial reporting was not effective as of the end of such periods due to the existence of material weaknesses related to (i) insufficient segregation of duties in the Company’s finance and accounting functions due to limited personnel and (ii) insufficient corporate governance policies.
Other than as disclosed above, there were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the Company’s two most recent fiscal years or during the subsequent interim period through August 31, 2012. The Company’s Board of Directors discussed the subject matter of each reportable event with Seale. The Company authorized Seale to respond fully and without limitation to all requests of the successor accountant concerning all matters related to the annual and interim periods audited and reviewed by Seale, including with respect to the subject matter of each reportable event.
Engagement of New Independent Registered Public Accounting Firm
On August 31, 2012,additional paid-in capital account shall be credited with the approvalamount by which the stated capital is reduced. The per share net income or loss and net book value of the Boardour Common Stock will be increased because there will be fewer shares of Directors, the Company engaged Weinberg & Company, P.A. ("Weinberg”) as the Company's new independent registered public accounting firm, effective as of the date of such engagement. During the two fiscal years ended March 31, 2011 and 2012 and through August 31, 2012, neither the Company, nor anyone on its behalf, consulted Weinberg regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Weinberg that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).our Common Stock outstanding.
Fees PaidThe Reverse Stock Split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. The Common Stock issued pursuant to Independent Registered Public Accounting Firmthe Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Seale & Beers LLC served as our independent registered public accounting firm through August 31, 2012, at which time Weinberg & Company, P.A. was appointed as our new independent registered public accounting firm. In connection with the auditStockholders should recognize that they will own fewer numbers of our consolidated financial statements for fiscal years ended March 31, 2014 and 2013, we entered into an agreement with Weinberg & Company, P.A. which sets forth the terms by which Weinberg & Company, P.A. performs audit services for the Company. The following table presents the aggregate fees billed for the indicated services performed by Weinberg & Company, P.A. during fiscal years ended March 31, 2014 and 2013:
| Fiscal Year Ended March 31, | Fiscal Year Ended March 31, | |||||||
| 2014 | 2013 | |||||||
| Audit Fees—Weinberg & Company, P.A. | $ | 170,953 | $ | 37,779 | ||||
| Audit Related Fees | — | — | ||||||
| Tax Fees | 10,178 | — | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 181,131 | $ | 37,779 | ||||
Audit Fees. The fees identified under this caption were for professional services rendered by Weinberg & Company, P.A.for the audit of our annual financial statements. The fees identified under this caption also include fees for professional services rendered by Weinberg & Company, P.A. for the review of the financial statements included in our quarterly reports on Forms 10-Q. In addition, the amounts include fees for services that are normally provided by the auditor in connection with regulatory filings and engagements for the years identified.
Audit-Related Fees. The fees identified under this caption consist of assurance and related services reasonably relatedshares than they presently own (a number equal to the performancenumber of the audit or review of financial statements and not reported under the caption “Audit Fees”.
Tax Fees. Tax fees consist principally of assistance related to tax compliance and reporting.
All Other Fees. These fees consist primarily of accounting consultation fees related to potential collaborative agreements. We incurred no such fees in during the fiscal years ended March 31, 2014 or 2013.
Pre-approval Policies and Procedures
Our Audit Committee's charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be performed for the Company by our independent registered public accounting firm, giving effect to the "de minimis" exception for ratification of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the provision of such services does not impair the auditor's independence. Subsequent to establishment of our Audit Committee on August 24, 2012, the Audit Committee approved in advance all services provided by our independent registered public accounting firms. All engagements of our independent registered public accounting firm for 2012 and 2013 entered intoshares owned immediately prior to the establishmentfiling of the Audit Committee were pre-approvedcertificate of amendment divided by 10). While we expect that the Reverse Stock Split will result in an increase in the potential market price of our Common Stock, there can be no assurance that the Reverse Stock Split will increase the potential market price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in any potential market price (which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market price of our Common Stock could be adversely affected by the Boardreduced number of Directors.shares that would be outstanding after the reverse split. Consequently, there can be no assurance that the reverse split will achieve the desired results that have been outlined above.
Required Vote
Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal.
The Board of Directors recommends that youa vote "FOR" approvalFOR the amendment to the Articles of the ratification of Weinberg & Company, P.A. as our independent registered public accounting firm.Incorporation.
PROPOSAL NO. 32
APPROVAL OF THE AMENDMENT TO THE STEVIA FIRST CORP. 2012 STOCK INCENTIVE PLAN
Background
At the Annual Meeting, our stockholders will be asked to approveThe Board of Directors approved an amendment to the 2012 Stock Incentive Plan as amended (the "2012 Plan"), to increase the maximum number of shares of common stock that may be issued under the 2012 Plan by 8,000,000 so thatfrom 1,800,000 to 3,600,000 (the “Incentive Plan Increase”) and adding an evergreen provision which, on January 1 of each year, increases the total number of the Company’s common shares reservedavailable for issuance under the 2012 Plan will be 18,000,000 shares. Our stockholders have previously authorized usby a number equal to issue up to 10,000,000 shares10% of the number of common stockshares previously available for issuance under the 2012 Plan (subject to adjustment upon certain changes in the capital structure)(the “Evergreen Provision”).
We are asking our stockholders to approveThe increase in the increase to the 2012 Plannumber of shares is being effected so that we can continue to use the 2012 Plan to attract and encourage the continued employment and service of, and maximum efforts by, officers, employees and other individuals by offering those persons an opportunity to acquire or increase a direct proprietary interest in our operations and future success. We believe that in our heavily human-capital intensive business, option grants are an important factor in hiring and retaining talented personnel. The Compensation Committee and the Board of Directors believe that in order to successfully attract and retain the best possible candidates for positions of responsibility, we must continue to offer a competitive equity incentive program. We believe that the proposed amendmentsamendment to the 2012 Plan will assist us in achieving our performance, recruiting, retention and incentive goals, as well as receive a federal income tax deduction for certain compensation paid under the 2012 Plan.
The Board of Directors and the Compensation Committee believe that additional shares must be made available as our inability to offer equity compensation to our existing and new employees would seriously impact our ability to hire and retain employees. The Compensation Committee uses equity compensation in the form of option grants as a significant form of long term compensation, and the Compensation Committee views this form as critical to achieving its compensation objectives for executives and the broader employee population. Accordingly, on March 6, 2014, the Compensation Committee unanimously adopted, subject to stockholder approval, an amendment to increase the maximum number of shares of common stock that may be issued under the 2012 Plan by 8,000,000 so that the total number of shares reserved for issuance under the 2012 Plan will be 18,000,000 shares.
The 2012 Plan includes a variety of forms of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units to allow the Company to adapt its incentive compensation program to meet the needs of the Company in the changing business environment in which the Company operates.
We strongly believe that the approval of the Amendment is essential to our continued success. As of April 10, 2014, only 825,000 shares are available to be awarded under the 2012 Plan. The Board of Directors and management believe that additional shares must be added to the 2012 Plan in order to enable the Company to award additional grants. The Board of Directors and management believe that equity awards motivate high levels of performance, align the interests of our personnel and stockholders by giving directors, employees and consultants the perspective of an owner with an equity stake in the Company, and provide an effective means of recognizing their contributions to the success of the Company. The Board of Directors and management believe that equity awards are a competitive necessity in our industry, and are essential to recruiting and retaining the highly qualified technical and other key personnel who help the Company meet its goals, as well as rewarding and encouraging current directors, employees and consultants. The Board of Directors and management believe that the ability to grant equity awards will be important to the future success of the Company.
A general description of the amended 2012 Plan is set forth below. This description is qualified in its entirety by the terms of the amended 2012 Plan.
Summary of the 2012 Stock Incentive Plan
Share Reserve. The number of shares of Company common stock initially reserved for issuance under the 2012 Plan is 10,000,00018,000,000 shares, 9,175,00010,118,948 of which have been awarded as of April 10, 2014.May 4, 2016. The number of shares of Company common stock reserved for issuance under the 2012 Plan will be 18,000,000.3,600,000 after the reverse stock split is effective. The number of shares available under the 2012 Plan will be subject to adjustment in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure.
Any shares covered by an award which is forfeited, is canceled, expires or is settled in cash, shall be deemed not to have been issued for purposes of determining the maximum number of shares which may be issued under the Plan. Shares that have been issued under the 2012 Plan pursuant to an award shall not be returned to the 2012 Plan and shall not become available for future grant under the 2012 Plan, except where unvested shares are forfeited or repurchased by the Company at the lower of their original purchase price or their fair market value. To the extent not prohibited by the listing requirements of any established stock exchange or national market system on which the shares are traded or applicable law, shares tendered or withheld in payment of an award exercise or purchase price and shares withheld by the Company to pay any tax withholding obligation shall be returned to the 2012 Plan and shall become available for future issuance under the 2012 Plan, unless otherwise determined by the Administrator.
Administration. The 2012 Plan is administered, with respect to grants to officers, employees, directors, and consultants, by the 2012 Plan administrator (the "Administrator"), defined as the Board of Directors or one or more committees designated by the Board of Directors. The Compensation Committee currently acts as the Administrator. With respect to grants to officers and directors, the Compensation Committee shall be constituted in such a manner as to satisfy applicable laws, including Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 162(m) of Internal Revenue Code of 1986, as amended (the “Code”).
Terms and Conditions of Awards. The 2012 Plan provides for the grant of stock options, restricted stock, restricted stock units, dividend equivalent rights, and stock appreciation rights (collectively referred to as "awards"). Stock options granted under the 2012 Plan may be either incentive stock options under the provisions of Section 422 of the Code, or non-qualified stock options. Incentive stock options may only be granted to our employees. To the extent that the aggregate fair market value of the shares subject to stock options designated as incentive stock options which become exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess stock options shall be treated as non-qualified stock options. Awards other than incentive stock options may be granted to our employees, consultants and directors or to employees, consultants and directors of our related entities, including such employees, consultants or directors who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time. Each award granted under the 2012 Plan shall be designated in an award agreement. As of April 11, 2014, two non-employee directors, one executive officer and six other employees were eligible to participate in the 2012 Plan, as well as a varying number of consultants to which awards may be granted under the 2012 Plan at the discretion of the Administrator.
Each award granted under the 2012 Plan shall be designated in an award agreement. Awards may be granted subject to vesting schedules and restrictions on transfer and repurchase or forfeiture rights in favor of the Company as specified in the award agreements to be issued under the 2012 Plan. Under the 2012 Plan, incentive stock options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the participant only by the participant. However, the 2012 Plan permits the designation of beneficiaries by holders of incentive stock options. Other awards shall be transferable by will and by the laws of descent and distribution and during the lifetime of the participant, to the extent and in the manner authorized by the Administrator.
The Administrator has the authority, in its discretion, to select employees, consultants and directors to whom awards may be granted from time to time, to determine whether and to what extent awards are granted, to determine the number of shares or the amount of other consideration to be covered by each award (subject to the limitations set forth below), to approve award agreements for use under the 2012 Plan, to determine the terms and conditions of any award (including the vesting schedule applicable to the award), to amend the terms of any outstanding award granted under the 2012 Plan (subject to the limitations described above), to construe and interpret the terms of the 2012 Plan and awards granted, to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions, and to take such other action not inconsistent with the terms of the 2012 Plan, as the Administrator deems appropriate.
The term of any award granted under the 2012 Plan will be stated in the applicable award agreement, provided that the term of an incentive stock option may not exceed 10 years (or 5 years in the case of an incentive stock option granted to any participant who owns stock representing more than 10% of our combined voting power or any parent or subsidiary of us). Notwithstanding the foregoing, the term of an award shall not include any period for which the participant has elected to defer the receipt of the shares or cash issuable pursuant to the award pursuant to a deferral program the Administrator may establish in its discretion.
The 2012 Plan authorizes the Administrator to grant incentive stock options at an exercise price not less than 100% of the fair market value of our common stock on the date the stock option is granted (or 110%, in the case of an incentive stock option granted to any employee who owns stock representing more than 10% of our combined voting power or any parent or subsidiary of us). In the case of non-qualified stock options, stock appreciation rights, and awards intended to qualify as performance-based compensation, the exercise price, base appreciation amount or purchase price, if any, shall be not less than 100% of the fair market value per share on the date of grant. In the case of all other awards granted under the 2012 Plan, the exercise or purchase price shall be determined by the Administrator. The exercise or purchase price is generally payable in cash, check, shares or with respect to options, payment through a broker-dealer sale and remittance procedure or a "net exercise" procedure.
Under the 2012 Plan, the Administrator may establish one or more programs under the 2012 Plan to permit selected participants the opportunity to elect to defer receipt of consideration payable under an award. The Administrator also may establish under the 2012 Plan separate programs for the grant of particular forms of awards to one or more classes of participants.
Section 162(m) of the Code. The maximum number of shares with respect to which options and stock appreciation rights may be granted to a participant during a calendar year is 1,000,000 shares. For awards of restricted stock and restricted stock units that are intended to be performance-based compensation under Section 162(m) of the Code, the maximum number of shares subject to such awards that may be granted to a participant during a calendar year is 1,000,000 shares. The foregoing limitations shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure, and its determination shall be final, binding and conclusive.
In order for restricted stock and restricted stock units to qualify as performance-based compensation, the Administrator must establish a performance goal with respect to such award in writing not later than 90 days after the commencement of the services to which it relates (or, if earlier, the date after which 25% of the period of service to which the performance goal relates has elapsed) and while the outcome is substantially uncertain. In addition, the performance goal must be stated in terms of an objective formula or standard.
Under Code Section 162(m), a "covered employee" is the Company's chief executive officer and the three other most highly compensated officers of the Company other than the chief financial officer.
The 2012 Plan includes the following performance criteria that may be considered by the Administrator when granting performance-based awards: (i) net earnings or net income (before or after taxes), (ii) earnings per share or earnings per share growth, total units or unit growth, (iii) net sales, sales growth, total revenue or revenue growth, (iv) operating income, net operating profit or pre-tax profit, (v) return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales or revenue, (vi) cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment), (vii) earnings before or after taxes, interest, depreciation, and/or amortization, (viii) gross or operating margins, (ix) productivity ratios, (x) share price or relative share price (including, but not limited to, growth measures and total stockholder return), (xi) expense targets, (xii) margins, (xiii) operating efficiency, (xiv) market share or change in market share, (xv) customer retention or satisfaction, (xvi) working capital targets, (xvii) completion of strategic financing goals, acquisitions or alliances and product development, (xviii) company project milestones and (xix) economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of capital). The performance criteria may be applicable to the Company, any parent or subsidiary of the Company, and/or any individual business units of the Company or any parent or subsidiary of the Company.
Certain Adjustments. Subject to any required action by the stockholders of the Company, the number of shares covered by outstanding awards, the number of shares that have been authorized for issuance under the 2012 Plan, the exercise or purchase price of each outstanding award, the maximum number of shares or amount that may be granted subject to awards to any participant, and the like, shall be proportionally adjusted by the Administrator in the event of (i) any increase or decrease in the number of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification or similar event affecting the shares, (ii) any other increase or decrease in the number of issued shares effected without receipt of consideration by the Company or (iii) any other transaction with respect to our shares including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete), distribution of cash or other assets to stockholders other than a normal cash dividend, or any similar transaction; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive.
Corporate Transaction and Change in Control. The Administrator shall have the authority, exercisable either in advance of any actual or anticipated Corporate Transaction or Change in Control or at the time of an actual Corporate Transaction or Change in Control and exercisable at the time of the grant of an award under the 2012 Plan or any time while an award remains outstanding, to provide for the full or partial automatic vesting and exercisability of one or more outstanding unvested awards under the 2012 Plan and the full or partial release from restrictions on transfer and repurchase or forfeiture rights of such awards in connection with a Corporate Transaction or Change in Control, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Service of the participant within a specified period following the effective date of the Corporate Transaction or Change in Control. The Administrator may provide that any awards so vested or released from such limitations in connection with a Change in Control shall remain fully exercisable until the expiration or earlier termination of the award. Upon the consummation of a Corporate Transaction, all outstanding awards shall terminate unless assumed by the successor corporation or its parent.
Amendment, Suspension or Termination of the 2012 Plan. The Board of Directors may at any time amend, suspend or terminate the 2012 Plan. The 2012 Plan will terminate on August 5, 2022, unless earlier terminated by the Board of Directors. To the extent necessary to comply with applicable provisions of federal securities laws, state corporate and securities laws, the Code, applicable rules of any stock exchange or national market system, and the rules of any foreign jurisdiction applicable to awards granted to residents of the jurisdiction, the Company shall obtain stockholder approval of any such amendment to the 2012 Plan in such a manner and to such a degree as required.
New Plan Benefits
Generally, awards to be granted in the future under the 2012 Plan are at the discretion of the Administrator. As such, future awards that may be granted in the discretion of the Administrator are not determinable and it is not possible to determine the benefits or the amounts to be received under the 2012 Plan by the Company's officers, employees, consultants or non-employee directors. The following table sets forth the number of outstanding awards that have been granted to our executive officers, other employees and non-employee directors under the 2012 Plan. No awards have been granted to any such persons that are contingent upon the amendment of the 2012 Plan that is the subject of this proposal.
Stevia First Corp. 2012 Stock Incentive Plan
| Name of Individual or Identity of Group and Position | Securities Underlying Stock Options Granted (#) | Weighted Average Exercise Price Per Share ($) | Number of Shares of Restricted Stock | Dollar Value ($)* | ||||||||||||
| Robert Brooke, Chief Executive Officer | — | — | — | — | ||||||||||||
| All current executive officers, as a group (1 person) | — | — | — | — | ||||||||||||
| All current and nominated non-employee directors, as a group (2 persons) | 500,000 | $ | 0.10 | 100,000 | $ | 190,000 | ||||||||||
| All associates of any such non-employee directors or executive officers (0 persons) | — | $ | — | — | $ | — | ||||||||||
| All other persons who have received 5% or more of the options or other rights granted under the 2012 Plan, as a group (4 persons) | 2,000,000 | $ | 0.36 | — | $ | — | ||||||||||
| All other employees (including all current officers who are not executive officers) as a group | 600,000 | $ | 0.34 | 600,000 | $ | 253,000 | ||||||||||
| Name of Individual or Identity of Group and Position | Securities Underlying Stock Options Granted (#) | Weighted Average Exercise Price Per Share ($) | Number of Shares of Restricted Stock | Dollar Value ($)* | ||||||||||||
| Robert Brooke, Chief Executive Officer | 400,000 | 0.21 | — | — | ||||||||||||
| All current executive officers, as a group (1 person) | 400,000 | 0.21 | — | — | ||||||||||||
| All current and nominated non-employee directors, as a group (2 persons) | 1,000,000 | $ | 0.16 | 100,000 | $ | 5,300 | ||||||||||
| All associates of any such non-employee directors or executive officers (0 persons) | — | $ | — | — | $ | — | ||||||||||
| All other persons who have received 5% or more of the options or other rights granted under the Plan, as a group (1 person) | 1,250,000 | $ | 0.35 | — | $ | — | ||||||||||
| All other employees (including all current officers who are not executive officers) as a group | 1,625,000 | $ | 0.31 | 340,000 | $ | 18,020 | ||||||||||
* Based upon a price of $0.40$0.053 per share, which is the closing price of our common stock as quoted on the QB tier of the OTC Marketplace on April 8, 2014.June 17, 2016.
Federal Income Tax Consequences
The following is general summary as of this date of the federal income tax consequences to us and to U.S. participants for awards granted under the 2012 Plan. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences.
Non-qualified Stock Options. The grant of a non-qualified stock option under the 2012 Plan will not result in any federal income tax consequences to the participant or to the Company. Upon exercise of a non-qualified stock option, the participant is subject to income taxes at the rate applicable to ordinary compensation income on the difference between the option exercise price and the fair market value of the shares at the time of exercise. This income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the income recognized by the participant, subject to possible limitations imposed by Section 162(m) of the Code and so long as the Company withholds the appropriate taxes with respect to such income (if required) and the participant's total compensation is deemed reasonable in amount. Any gain or loss on the participant's subsequent disposition of the shares of common stock will receive long or short-term capital gain or loss treatment, depending on whether the shares are held for more than one year following exercise. The Company does not receive a tax deduction for any such gain.
A non-qualified stock option can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A non-qualified stock option that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.
Incentive Stock Options. The grant of an incentive stock option under the 2012 Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares of common stock. If the participant does not dispose of the shares within two years after the incentive stock option was granted, nor within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any deduction under these circumstances.
If the participant fails to satisfy either of the foregoing holding periods (referred to as a "disqualifying disposition"), he or she must recognize ordinary income in the year of the disposition. The amount of ordinary income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long or short-term capital gain, depending on whether the stock was held for more than one year. The Company, in the year of the disqualifying disposition, is entitled to a deduction equal to the amount of ordinary income recognized by the participant, subject to possible limitations imposed by Section 162(m) of the Code and so long as the participant's total compensation is deemed reasonable in amount.
The "spread" under an incentive stock option—i.e., the difference between the fair market value of the shares at exercise and the exercise price—is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant's alternative minimum tax liability exceeds such participant's regular income tax liability, the participant will owe the larger amount of taxes. In order to avoid the application of alternative minimum tax with respect to incentive stock options, the participant must sell the shares within the calendar year in which the incentive stock options are exercised. However, such a sale of shares within the year of exercise will constitute a disqualifying disposition, as described above.
Stock Appreciation Rights. Recipients of stock appreciation rights ("SARs") generally should not recognize income until the SAR is exercised (assuming there is no ceiling on the value of the right). Upon exercise, the recipient will normally recognize taxable ordinary income for federal income tax purposes equal to the amount of cash and fair market value of the shares, if any, received upon such exercise. Recipients who are employees will be subject to withholding for federal income and employment tax purposes with respect to income recognized upon exercise of a SAR. Recipients will recognize gain upon the disposition of any shares received on exercise of a SAR equal to the excess of (i) the amount realized on such disposition over (ii) the ordinary income recognized with respect to such shares under the principles set forth above. That gain will be taxable as long or short-term capital gain depending on whether the shares were held for more than one year. We will be entitled to a tax deduction to the extent and in the year that ordinary income is recognized by the recipient, subject to possible limitations imposed by Section 162(m) of the Code and so long as we withhold the appropriate taxes with respect to such income (if required) and the recipient's total compensation is deemed reasonable in amount.
A SAR also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A SAR that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.
Restricted Stock. A restricted stock award is subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code to the extent the award will be forfeited in the event that the participant ceases to provide services to the Company. As a result of this substantial risk of forfeiture, the recipient will not recognize ordinary income at the time of the award, unless the participant is retirement eligible. Instead, the recipient will recognize ordinary income on the date when the stock is no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable, if earlier. The recipient's ordinary income is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the earlier of those two dates.
The recipient may accelerate his or her recognition of ordinary income, if any, and begin his or her capital gains holding period by timely filing (i.e. , within 30 days of the award) an election pursuant to Section 83(b) of the Code. In such event, the ordinary income recognized, if any, is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date of award, and the capital gain holding period commences on such date. The ordinary income recognized by a recipient that is an employee or former employee will be subject to tax withholding by the Company.
Restricted Stock Units. With respect to awards of restricted stock units, no taxable income is reportable when the restricted stock units are granted to a participant or upon vesting of the restricted stock units. Upon settlement, the recipient will recognize ordinary income in an amount equal to the value of the payment received pursuant to the restricted stock units. The ordinary income recognized by a recipient that is an employee or former employee will be subject to tax withholding by the Company.
Restricted stock units also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A grant of restricted stock units that does not meet the requirements of Code Section 409A will result in an additional 20% tax obligation, plus penalties and interest to such recipient.
Dividends and Dividend Equivalents. Recipients of stock-based awards that earn dividends or dividend equivalents will recognize taxable ordinary income on any dividend payments received with respect to unvested and/or unexercised shares subject to such awards, which income is subject to withholding for federal income and employment tax purposes. We are entitled to an income tax deduction in the amount of the income recognized by a participant, subject to possible limitations imposed by Section 162(m) of the Code and so long as we withhold the appropriate taxes with respect to such income (if required) and the individual's total compensation is deemed reasonable in amount.
Tax Effect for the Company. Unless limited by Section 162(m) of the Code, the Company generally will be entitled to a tax deduction in connection with an award under the 2012 Plan in an amount equal to the ordinary income realized by a recipient at the time the recipient recognizes such income (for example, when restricted stock is no longer subject to the risk of forfeiture).
The Plan is not qualified under the provisions of section 401(a) of the Code and is not subject to any provisions of the Employee Retirement Income Security Act of 1974.
Required Vote
Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal.
The Board of Directors recommends that you vote "FOR" approval of the amendment to the 2012 Plan.
CORPORATE GOVERNANCE
Director Independence
Our Board of Directors has determined that Dr. Anthony Maida, III would qualify as “independent” as that term is defined by Nasdaq Listing Rule 5605(a)(2). Mr. Robert Brooke would not qualify as “independent” because he currently serves as our Chief Executive Officer. Dr. Dhillon also would not qualify as “independent” under Nasdaq Listing Rules.
Information Regarding Committees of the Board of Directors
Our Board of Directors met five times during fiscal year 2013. Each of our directors attended 100% of the total number of meetings of the Board of Directors and of the committees of the Board of Directors on which he served during fiscal year 2013. Our Board of Directors established the following committees on August 24, 2012: the Audit Committee, the Compensation Committee, and the Nomination and Corporate Governance Committee. There was one meeting of each committee held during fiscal year 2013.
Audit Committee
The Audit Committee of our Board of Directors consists of only Dr. Maida, who serves as Chairman. Our Board of Directors has determined that the sole member of our Audit Committee is independent within the meaning of applicable SEC rules and Nasdaq Listing Rules, and has determined that Dr. Maida is an audit committee financial expert, as such term is defined in the rules and regulations of the SEC, and is financially sophisticated within the meaning of the Nasdaq Listing Rules . The Audit Committee has oversight responsibilities regarding, among other things: the preparation of our financial statements and our financial reporting and disclosure processes; the administration, maintenance and review of our system of internal controls regarding accounting compliance; our practices and processes relating to internal audits of our financial statements; the appointment of our independent registered public accounting firm and the review of its qualifications and independence; the review of reports, written statements and letters from our independent registered public accounting firm; and our compliance with legal and regulatory requirements in connection with the foregoing. Our Board of Directors has adopted a written charter for our audit committee, which is available on our website,www.steviafirst.com, under the Investor Relations tab.
Compensation Committee
The Compensation Committee of our Board of Directors consists of Dr. Dhillon and Dr. Maida, with Dr. Dhillon serving as Chairman. Our Board of Directors has also determined that Dr. Maida is independent within the meaning of applicable Nasdaq Listing Rules . The duties of our Compensation Committee include, without limitation: reviewing, approving and administering compensation programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies and objectives; determining the objectives of our executive officer compensation programs and the specific objectives relating to Chief Executive Officer compensation, including evaluating the performance of the Chief Executive Officer in light of those objectives; approving the compensation of our other executive officers and our directors; administering our as-in-effect incentive-compensation and equity-based plans; and producing an annual report on executive officer compensation for inclusion in our proxy statement, when required and in accordance with applicable rules and regulations. Our Board of Directors has adopted a written charter for our compensation committee, which is available on our website, www.steviafirst.com, under the Investor Relations tab.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of our Board of Directors consists of Dr. Dhillon and Dr. Maida, with Dr. Dhillon serving as Chairman. Our Board of Directors has also determined that Dr. Maida is independent within the meaning of applicable Nasdaq Listing Rules . The responsibilities of the Nominating and Corporate Governance Committee include, without limitation: assisting in the identification of nominees for election to our Board of Directors, consistent with approved qualifications and criteria; determining the composition of the Board of Directors and its committees; recommending to the Board of Directors the director nominees for the annual meeting of stockholders; establishing and monitoring a process of assessing the effectiveness of the Board of Directors; developing and overseeing a set of corporate governance guidelines and procedures; and overseeing the evaluation of our directors and executive officers. Our Board of Directors has adopted a written charter for our nominating and corporate governance committee, which is available on our website, www.steviafirst.com, under the Investor Relations tab.
Financing Committee
Dr. Avtar Dhillon is the Chairman and sole member of our Financing Committee. The Financing Committee does not currently have a charter. The Financing Committee has responsibilities relating to our efforts to obtain adequate funding to finance our development programs and operations.
Board Leadership Structure
Under our Corporate Governance Guidelines, the Board of Directors has the flexibility to decide whether it is in the best interests of the Company for the roles of Chief Executive Officer and Chairman of the Board of Directors to be separate or combined. Robert Brooke is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board of Directors, Dr. Avtar Dhillon, provides guidance to the Chief Executive Officer, works with the Chief Executive Officer in setting the agenda for Board of Directors meetings and presides over meetings of the full Board of Directors. The Board of Directors has determined that having a Chairman of the Board of Directors and a separate Chief Executive Officer is in the best interests of the Company at this time, as it permits Dr. Dhillon and Mr. Brooke to focus on different aspects of our business as the Company begins operations as an agricultural biotechnology company. Our Board of Directors believes it should be able to freely select the Chairman of the Board of Directors based on criteria that it deems to be in our best interests and the interests of our stockholders, and therefore one person may, in the future, serve as both our Chief Executive Officer and Chairman of the Board of Directors. The functions of our Board of Directors are carried out by the full Board of Directors and, when delegated, by the Board of Directors committees. Each director participates in our major strategic and policy decisions.
Nomination of Directors
We do not have a formal policy with respect to our consideration of nominees to our Board of Directors recommended by our stockholders. However, the Board of Directors will consider candidates recommended by stockholders on a case-by-case basis. A stockholder who desires to recommend a candidate for nomination to the Board of Directors should do so in writing to the Company at 5225 Carlson Road, Yuba City, California 95993, Attn: Secretary.
Corporate Governance Guidelines
Our Board of Directors has adopted a set of corporate governance guidelines established to assist the Board of Directors and its committees in performing their duties and serving the best interests of the company and our stockholders. Our corporate governance guidelines are available on our website, located at http://www.steviafirst.com, under the Investors tab.
Code of Business Conduct and Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as well as all of our other employees. The Code of Business Conduct and Ethics is available for review on our website at www.steviafirst.com, and is also available in print, without charge, to any stockholder who requests a copy by writing to us at Stevia First. Corp., 5225 Carlson Road, Yuba City, California 95993, Attention: Investor Relations. Each of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is required to comply with the Code of Business Conduct and Ethics. There have not been any waivers of the Code of Business Conduct and Ethics relating to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such executive officers, directors and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file.
To our knowledge, based solely on our review of the copies of such forms received by us or written representations from certain reporting persons that no other forms were required for such persons, we believe that, during our fiscal year ended March 31, 2014, our executive officers, directors and 10% stockholders complied with all applicable Section 16(a) filing requirements.
Risk Oversight
The Board of Directors as a whole is responsible for risk management oversight of the Company. The involvement of the full Board of Directors in setting our business strategy and objectives is integral to the Board of Directors’ assessment of our risk and also a determination of what constitutes an appropriate level of risk and how best to manage any such risk. This involves receiving reports and/or presentations from applicable members of management and the committees of the Board of Directors. The full Board of Directors conducts on-going risk assessment of our financial risk, legal/compliance risk and operational/strategic risk and addresses individual risk issues with management throughout the year as necessary.
While the Board of Directors has the ultimate oversight responsibility for the risk management process, the Board of Directors delegates responsibility for certain aspects of risk management to its committees. In particular, the Audit Committee is responsible for reviewing our policies with respect to risk assessment and risk management, and discussing our major risk exposures and the steps management has taken to maintain and control these exposures. In addition, the Audit Committee focuses on financial risks and related controls and processes, and discusses with management our financial statements and the reasonableness of significant judgments and the adequacy and effectiveness of the accounting and financial controls. The Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with our business strategy and objectives. Finally, the Nomination and Corporate Governance Committee is responsible for overseeing our corporate governance and developing and reviewing our Code of Business Conduct and Ethics. Additionally, the full Board of Directors regularly receives reports from our Chief Executive Officer, the executive officer principally responsible for aiding the Board of Directors in identifying, evaluating and implementing risk management controls and methodologies to address identified risks.
Board of Directors' Attendance at AnnualSpecial Meeting of Stockholders
Our Corporate Governance Guidelines require that directors attend our annualspecial meeting of stockholders, absent a valid reason.
Communications with the Board of Directors
Any stockholder who desires to contact our Board of Directors or any member of our Board of Directors may do so by writing to: Board of Directors, c/o Secretary, Stevia First Corp. 5225 Carlson Road, Yuba City,, 1901 Avenue of the Stars, 2nd Floor, Los Angeles, California 95993.90067. Copies of any such written communications received by the Secretary will be provided to our full Board of Directors or the appropriate member depending on the facts and circumstances described in the communication unless they are considered, in the reasonable judgment of the Secretary, to be improper for submission to the intended recipient(s).
Compensation of Directors
We have no formal plan for compensating our directors for service in their capacities as director, although directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors.
Dr. Dhillon and Dr. Maida served as our non-employee directors during the fiscal year ended March 31, 2013.2016. Dr. Dhillon, the Chairman of our Board of Directors and of several of our board committees, received total cash compensation of $110,000 for such services during our fiscal year ended March 31, 2014.2016.
Director Compensation Table
The following table shows compensation paid to theour non-employee directors of the Company during the fiscal year ended March 31, 2014.2016:
| Name | Fees earned or paid in cash | Stock awards (non-cash)(1) | All other compensation | Total | ||||||||||||
| Dr. Avtar Dhillon (1) | $ | 110,000 | $ | 27,867 | $ | - | $ | 137,867 | ||||||||
| Dr. Anthony Maida (1) | $ | 30,000 | $ | 6,967 | $ | - | $ | 36,967 | ||||||||
| Name | Fees earned or paid in cash | All other compensation | Total | |||||||||
| Dr. Avtar Dhillon (1) | $ | 110,000 | $ | - | $ | 110,000 | ||||||
| Dr. Anthony Maida (1) | $ | 31,250 | $ | - | $ | 31,250 | ||||||
| (1) | As of March 31, | |
EXECUTIVE COMPENSATION
The following table summarizes all compensation recorded by us in each of the fiscal years ended March 31, 20142016 and March 31, 20132015 for (i) our current principal executive and financial officer, and (ii) our next most highly compensated executive officer other than our principal executive officer and principal financial officer serving as an executive officer at the end of our 2016 fiscal year 2013 and whose total compensation exceeded $100,000 in our 2016 fiscal year 2013 (of which there were none).
Summary Compensation Table
| Name | Fiscal Year | Salary ($) | Option Awards ($) | Total ($) | ||||||||||||
| Robert Brooke, Chief Executive Officer (principal executive and financial officer) (1) | 2014 | 143,750 | - | 143,750 | ||||||||||||
| 2013 | 103,646 | - | 103,646 | |||||||||||||
__________________________
(1) Mr. Brooke was appointed as our Chief Executive Officer on January 31, 2012. He previously served as our Vice President, Business Development in October 2011. Concurrently with his appointment as Chief Executive Officer, he was also appointed principal financial and accounting officer.
| Name | Fiscal Year | Salary ($) | Total ($) | |||||||||
| Robert Brooke, Chief Executive Officer (principal executive and financial officer) | 2016 | 150,000 | 150,000 | |||||||||
| 2015 | 150,000 | 150,000 | ||||||||||
Employment Agreements
On January 31, 2012, our Board of Directors appointed Robert Brooke as our Chief Executive Officer, Secretary, Treasurer, and director. On January 31, 2012, we entered into an Executive Employment Agreement with Mr. Brooke. Under the agreement, Mr. Brooke received an initial annual base salary of $100,000 and is eligible to participate in the benefits made generally available to similarly-situated executives. His annual base salary increased to $125,000 in March 2013 and to $150,000 in July 2013. The agreement further provides that if Mr. Brooke is terminated other than for cause, death or disability, he is entitled to receive severance payments equal to six months of his base salary. If Mr. Brooke terminates his employment with us with good reason following a change of control, Mr. Brooke is entitled to receive severance payments equal to 12 months of his base salary. Severance payments will be reduced by any remuneration paid to Mr. Brooke because of Mr. Brooke’s employment or self-employment during the applicable severance period. The Executive Employment Agreement hashad an initial term of two years.
Under the Executive Employment Agreement, termination for “good reason” means a termination by Mr. Brooke following the occurrence of any of the following events without Mr. Brooke’s consent within six months of a change of control: (a) a change in Mr. Brooke’s position that materially reduces his level of responsibility; (b) a material reduction in Mr. Brooke’s base salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives of the Company; and (c) relocation of Mr. Brooke’s principal place of employment more than 25 miles. The term “change of control” is defined as a change in ownership or control of the Company effected through a merger, consolidation or acquisition by any person or related group of persons (other than an acquisition by the Company, a Company-sponsored employee benefit plan or by a person or persons that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act)Act of 1934) of securities possessing more than 50% of the total combined voting power of the outstanding securities of the Company.
Option Grants and ExercisesOutstanding Equity Awards at Fiscal Year-End
As of March 31, 2014, there were2016, 1) Dr. Dhillon held an option to purchase 500,000 shares of common stock, which vested and became exercisable in full on April 1, 2012, and an option to purchase 400,000 shares of common stock, 100,000 of which vested and became fully exercisable on November 21, 2015, and 100, 000 of which will vest on each of May 21, 2016, November 21, 2016 and May 21, 2017; 2) Dr. Maida held an option to purchase 100,000 shares of common stock, 25,000 of which vested and became fully exercisable on November 21, 2015, and 25, 000 of which will vest on each of May 21, 2016, November 21, 2016 and May 21, 2017; and 3) Mr Brooke held an option to purchase 400,000 shares of common stock, 100,000 of which vested and became fully exercisable on November 21, 2015, and 100, 000 of which will vest on each of May 21, 2016, November 21, 2016 and May 21, 2017.
Compensation of Directors
We have no option grants or exercises byformal plan for compensating our named executive officer listeddirectors for service in their capacities as director, although directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors.
Dr. Dhillon and Dr. Maida served as our non-employee directors during the Summary Compensation Table above.fiscal year ended March 31, 2016. Dr. Avtar Dhillon, the Chairman of our Board of Directors and of several of our board committees, received total cash compensation of $110,000 for such services during our fiscal year ended March 31, 2016, and Dr. Maida received $30,000 total cash compensation for his services as a director during our fiscal year ended March 31, 2016.
Securities Authorized for Issuance under Equity Compensation Plans
On February 3, 2012, our Board of Directors approved and adopted the 2012 Plan, and a majority of stockholders of the Company executed a written consent approving and adopting the 2012 Plan. In February 2013 our Board of Directors approved, and on April 11, 2013 at our 2013 annual stockholder meeting our stockholders approved, an amendment to the 2012 Plan to, among other things, increase the number of shares of our common stock available for issuance thereunder in stock incentive awards to employees, directors and consultants. from 5,000,000 to 10,000,000. On March 6, 2014, the Compensation Committee of our Board of Directors approved, subject toand on June 9, 2014 at our 2014 annual stockholder approval as set forth in Proposal No. 3 herein,meeting our stockholders approved, an amendment to increase the maximum number of shares of common stock that may be issued under the 2012 Plan by 8,000,000, so that the total number of shares reserved for issuance under the 2012 Plan was 18,000,000 shares. On April 20, 2016, the Compensation Committee of our Board of Directors approved, subject to stockholder approval as set forth in Proposal No. 2 herein, an amendment to increase the maximum number of shares of common stock that may be issued under the 2012 Plan by 18,000,000, so that the total number of shares reserved for issuance under the 2012 Plan will be 18,000,000 shares.36,000,000 shares (the “Incentive Plan Increase”) and adding an evergreen provision which, on January 1 of each year, increases the number of the Company’s common shares available for issuance under the Plan by a number equal to 10% of the number of common shares previously available for issuance under the Plan (the “Evergreen Provision”). Such increase will become effective upon the approval thereof by our stockholders.
Except as listed in the table below, as of March 31, 2014,2016, we do not have any equity based plans, including individual compensation arrangements, that have not been approved by our stockholders. The following table provides information as of March 31, 20142016 with respect to our equity compensation plans:
| Equity Compensation Plan Information | Equity Compensation Plan Information | |||||||||||||||||||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||||||||||
| (a) | (b) | (c) | ||||||||||||||||||||||
| (a) | (b) | (c) | ||||||||||||||||||||||
| Equity compensation plans approved by security holders | 5,550,000 | $ | 0.30 | 1,000,000 | (1) | 9,091,667 | $ | 0.29 | 4,789,385 | |||||||||||||||
| Equity compensation plans not approved by security holders | — | $ | — | — | — | $ | — | — | ||||||||||||||||
| Total | 5,550,000 | $ | 0.30 | 1,000,000 | 9,091,667 | $ | 0.29 | 4,789,385 | ||||||||||||||||
| (1) | As of March 31, |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, beneficially owns more than five percent5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is: c/o Stevia First Corp., 5225 Carlson Rd., Yuba City,1907 Avenue of the Stars, 2nd Floor, Los Angeles, California, 95993.90067. Shares of our common stock subject to options, warrants, convertible notes or other rights currently exercisable or exercisable within 60 days after April [x]June [25], 2014,2016, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants, convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any other person.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned (1) | ||||||
| Directors and Named Executive Officers: | ||||||||
| Dr. Avtar Dhillon (2) | 6,050,000 | 5.7 | % | |||||
| Dr. Anthony Maida, III (3) | 200,000 | * | ||||||
| Robert Brooke (4) | 2,972,500 | 2.8 | % | |||||
| Current Directors and Executive Officers as a Group (3 persons) | 9,222,500 | 8.7 | % | |||||
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned (1) | ||||||
| Directors and Named Executive Officers: | ||||||||
| Dr. Avtar Dhillon (2) | 5,650,000 | 8.4 | % | |||||
| Dr. Anthony Maida, III (3) | 100,000 | * | ||||||
| Robert Brooke | 2,572,500 | 3.8 | % | |||||
| Current Directors and Executive Officers as a Group (3 persons) | 8,322,500 | 12.4 | % | |||||
*Less than 1%
| (1) | Based on |
| (2) | Includes an option to purchase 500,000 shares of common stock, which vested and became exercisable in full on April 1, |
| (3) | |
| (4) | Includes an option to purchase 400,000 shares of common stock, 100,000 of which vested and became fully exercisable on November 21, 2015, and 100, 000 of which will vest on each of May 21, 2016, November 21, 2016 and May 21, 2017. |
TRANSACTIONS WITH RELATED PERSONS
Transactions with Related Persons
On April 23, 2012, we entered into a lease agreement with One World Ranches LLC pursuant to which we lease from One World Ranches LLC certain office and laboratory space located at the address of our principal executive offices. That lease agreement which supersedes and replaces the commercial lease agreement we previously entered for office and laboratory space at the same location, commenced on May 1, 2012 and expires on May 1, 2017, and our rent payments thereunder are $2,300 per month.
Also on April 23, 2012, we entered into a lease agreement with Sutter Buttes LLC pursuant to which we leaseleased from Sutter Buttes LLC approximately 1,000 acres of land in Sutter County, California on which we intend to cultivate and harvest the stevia plant or locate stevia processing facilities.California. That lease agreement commenced on May 1, 2012 and expiresexpired on May 1, 2014, and we have pre-paid the aggregate amount of all rent payments thereunder, totaling $250,000.$250,000, were pre-paid at the commencement of the lease.
One World Ranches LLC and Sutter Buttes LLC the owners of the property we lease and the landlords under the lease agreements, are jointly-owned by Dr. Avtar Dhillon, the Chairman of our Board of Directors, and his wife, Diljit Bains. Both of theThe lease agreements were approved by our Board of Directors while Dr. Avtar Dhillon abstained from voting.
On August 18, 2012, the Companywe entered into a lease agreement with Sacramento Valley Real Estate, which is jointly-owned by Dr. Avtar Dhillon, the Chairman of theour Board of Directors, of the Company, and his wife, Diljit Bains, pursuant to which the Company haswe agreed to lease space located at 33-800 Clark Avenue, Yuba City, California. The month to monthmonth-to-month lease began on August 20, 2012 and the Company’sour rent payment is $1,000 per month. On August 22, 2012, the Companywe paid $1,000 as a refundable security deposit under the Sacramentothis lease.
On April 2,May 16, 2014, wethe Company entered into a stock release agreementan Asset Purchase Agreement with 14Percipio to purchase certain assets of our common stockholders (collectively, the “Holders”) that collectively hold of record 31,500,000 shares of our common stock.Percipio for $50,000. The Holders include, among others, the Chairman of our Board of Directors, Dr. Avtar Dhillon, and ourCompany’s Chief Executive Officer, Robert Brooke. The stock release agreement imposes restrictions on sales and other transfersBrooke, owned 20% of Percipio. At March 31, 2016, $11,950 of the shares of our common stock held of record bypurchase price remains unpaid and is included in accounts payable on the Holders as of April 2, 2014, such that the Holders may not sell or otherwise transfer more than 1/36th of such shares during each monthly period commencing on April 2, 2014 and continuing for the 36 months thereafter. The transfer restrictions set forth in the stock release agreement do not affect and are in addition to any other applicable resale restrictions and disclosure requirements imposed by applicable securities laws.accompanying balance sheet.
Except as described above, during the fiscal years ended March 31, 20132015 and 2014,2016, and through the filing of this proxyProxy statement, there have been no transactions, and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last threetwo completed fiscal years and in which any related person had or will have a direct or indirect material interest.
AUDIT COMMITTEE REPORT
Prior to the formation of the Audit Committee of the Board of Directors in August 24, 2012, the Board of Directors of the Company was responsible for providing independent, objective oversight of the Company's accounting functions and internal controls. Management is responsible for internal controls and the financial reporting process. The independent registered public accountants are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), when required. The Audit Committee's responsibility, and prior to the formation of the Audit Committee, the Board of Director’s responsibility, is to monitor and oversee these processes. Director Anthony Maida has served as the sole member of our Audit Committee since its formation in August 24, 2012 and is an independent director.
In fulfilling its responsibilities, the Board of Directors met with management and the independent registered public accounting firm to review and discuss our March 31, 2013 consolidated financial statements and our fiscal year 2013 interim consolidated financial statements, including the disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Annual Report on Form 10-K, any material changes in accounting policies used in preparing such consolidated financial statements prior to filing the Annual Report on Form 10-K or our quarterly reports on Form 10-Q with the SEC, and the items required to be discussed by Statement of Auditing Standards No. 61, as amended (AICPA,Professional Standards , Vol. 1. AU section 380), with respect to annual consolidated financial statements, and Statement of Auditing Standards No. 100, as amended (AICPA,Professional Standards , Vol. 1. AU section 722), with respect to quarterly consolidated financial statements.
In addition, the Board of Directors received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accounting firm's communications with the Board of Directors concerning independence, and discussed with the independent registered public accounting firm such firm's independence from the Company and its management. The Board of Directors has concluded that the independent registered public accounting firm is independent from the Company and our management.
In reliance on the reviews and discussions referred to above, the Board of Directors approved the inclusion of the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended March 31, 2013, for filing with the SEC.
|
STOCKHOLDER PROPOSALS FOR 2015 ANNUAL MEETING
Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials.The submission deadline for stockholder proposals to be included in our proxy materials for the 2015 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act is December 12, 2014, except as may otherwise be provided in Rule 14a-8. All such proposals must be in writing and should be sent to our Corporate Secretary at 5225 Carlson Road, Yuba City, California 95993.
Requirements for Stockholder Proposals to Be Brought Before the 2015 Annual Meeting of Stockholders. The date after which notice of a stockholder proposal submitted outside the processes of Rule 14a-8 under the Exchange Act would be considered untimely is April 11, 2015. Even if notice of a stockholder proposal is provided as of such date, if we comply and the stockholder does not comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, then we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal. All such notices must be in writing and should be sent to our Corporate Secretary at 5225 Carlson Road, Yuba City, California 95993.
OTHER MATTERS
Our Board of Directors does not know of any other matters to be presented at the 2014 AnnualSpecial Meeting of Stockholders but, if other matters do properly come before the meeting, it is intended that the persons named as proxies in the proxy card will vote on them in accordance with their best judgment.
ANNUAL REPORT
Our 2013 Annual Report on Form 10-K accompanies the proxy materials being provided to all stockholders.Copies of the Annual Report on Form 10-K, without exhibits, can be obtained without charge by contacting us at 5225 Carlson Road, Yuba City, California 95993, (530) 231-7800, or through our website, located athttp://www.steviafirst.com ..
| By order of the Board of Directors, | ||
| /s/ ROBERT BROOKE | ||
| Robert Brooke Chief Executive Officer | ||
Yuba City,Los Angeles, CaliforniaApril 11, 2014June 20, 2016
PROXY CARD
for theFOR THE
ANNUALSPECIAL MEETING OF THE STOCKHOLDERS OF
STEVIA FIRST CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of record of Stevia First Corp. (the “Company”), hereby revoking any appointment of proxy previously given, and having received the Notice of Meeting and Proxy Statement dated April 14, 2014,June [24], 2016, does hereby appoint Robert Brooke and Avtar Dhillon, and each of them, as proxies with full power of substitution, to represent and vote all of the shares of common stock of the Company the undersigned is entitled to vote, either on his own behalf or on behalf of an entity or entities, at the 2014 AnnualSpecial Meeting of Stockholders of the Company to be held at 400 Continental Boulevard, 6th Floor, El Segundo, California 90245, on Monday, June 9, 2014Friday, July 15, 2016 beginning at 2:1:00 p.m., local time, or at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present thereat.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED IN PROPOSALPROPOSALS 1, AND “FOR” PROPOSALS 2, AND 3.2. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY INSTRUCTION IS INDICATED, THE VOTE OF THE UNDERSIGNED WILL BE CAST “FOR” EACH OF THE NOMINEES LISTED IN PROPOSALPROPOSALS 1 AND “FOR” PROPOSALS 2 AND 3.2.
The proxies are authorized to vote upon such other business as may properly come before the AnnualSpecial Meeting and any postponement or adjournment thereof. If any other business is properly presented at the AnnualSpecial Meeting, this proxy will be voted by the proxies according to those named in this proxy in their best judgment. At the present time, the Board of Directors knows of no other business to be presented at the AnnualSpecial Meeting.
INSTRUCTIONS:PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE :T
Read our proxy statement before you vote by proxy. Then, to ensure that your shares are represented at the AnnualSpecial Meeting, we ask that you appoint the proxies to vote your shares for you, whether or not you plan to attend the meeting, by marking this proxy card as indicated below and returning it to us before the AnnualSpecial Meeting. If you vote by Internet or telephone, you do not need to return this proxy card by mail.
PROPOSAL 1
To electapprove the three directors nominated byamendment to the BoardStevia First Corp. Articles of Directors:
PROPOSAL 2
To ratify the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015.Incorporation.
| ¨ FOR | ¨ AGAINST | ¨ ABSTAIN |
PROPOSAL 32
To approve the amendment to the Stevia First Corp. 2012 Stock Incentive Plan.
| ¨ FOR | ¨ AGAINST | ¨ ABSTAIN |
Please sign exactly as your name or names appear on this proxy card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign the full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.
| ________________________________________________________ |
| (Voter Control Number from the Notice mailed to you) |
| ________________________________________________________ |
| (Print Name of Stockholder and/or Joint Tenant) |
| ________________________________________________________ |
| (Signature of Stockholder) |
| ________________________________________________________ |
| (Second Signature if held jointly) |
| Dated: ________________________, |
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY TO:
Island Stock Transfer
15500 Roosevelt Blvd., Suite 301
Clearwater, FL 33760
OR FAX TO 1-727-289-0069