|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/18/22 DSG Global Inc. 10-Q 6/30/22 83:8.7M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 2.38M
6: EX-99.1 Miscellaneous Exhibit HTML 108K
7: EX-99.2 Miscellaneous Exhibit HTML 91K
8: EX-99.3 Miscellaneous Exhibit HTML 65K
9: EX-99.4 Miscellaneous Exhibit HTML 52K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
15: R1 Cover HTML 71K
16: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 134K
17: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 55K
(Parenthetical)
18: R4 Interim Condensed Consolidated Statements of HTML 105K
Operations and Comprehensive Loss (Unaudited)
19: R5 Interim Condensed Consolidated Statements of HTML 42K
Comprehensive Loss (Unaudited)
20: R6 Interim Condensed Consolidated Statements of HTML 75K
Stockholders' Deficit (Unaudited)
21: R7 Interim Condensed Consolidated Statements of Cash HTML 107K
Flows (Unaudited)
22: R8 Organization HTML 32K
23: R9 Going Concern HTML 29K
24: R10 Summary of Significant Accounting Policies HTML 43K
25: R11 Trade Receivables, Net HTML 33K
26: R12 Inventories HTML 36K
27: R13 Fixed Assets and Equipment on Lease HTML 43K
28: R14 Intangible Assets HTML 34K
29: R15 Trade and Other Payables HTML 34K
30: R16 Loans Payable HTML 96K
31: R17 Convertible Notes HTML 34K
32: R18 Leases HTML 95K
33: R19 Mezzanine Equity HTML 128K
34: R20 Preferred Stock HTML 43K
35: R21 Common Stock and Additional Paid in Capital HTML 88K
36: R22 Related Party Transactions HTML 31K
37: R23 Contingencies HTML 26K
38: R24 Supplemental Cash Flow Information HTML 48K
39: R25 Subsequent Events HTML 37K
40: R26 Summary of Significant Accounting Policies HTML 56K
(Policies)
41: R27 Trade Receivables, Net (Tables) HTML 32K
42: R28 Inventories (Tables) HTML 36K
43: R29 Fixed Assets and Equipment on Lease (Tables) HTML 38K
44: R30 Intangible Assets (Tables) HTML 32K
45: R31 Trade and Other Payables (Tables) HTML 34K
46: R32 Loans Payable (Tables) HTML 99K
47: R33 Leases (Tables) HTML 77K
48: R34 Mezzanine Equity (Tables) HTML 77K
49: R35 Common Stock and Additional Paid in Capital HTML 45K
(Tables)
50: R36 Supplemental Cash Flow Information (Tables) HTML 46K
51: R37 Organization (Details Narrative) HTML 34K
52: R38 Going Concern (Details Narrative) HTML 43K
53: R39 Summary of Significant Accounting Policies HTML 27K
(Details Narrative)
54: R40 Schedule of Trade Receivables (Details) HTML 30K
55: R41 Schedule of Inventories (Details) HTML 33K
56: R42 Schedule of Fixed Assets (Details) HTML 40K
57: R43 Fixed Assets and Equipment on Lease (Details HTML 26K
Narrative)
58: R44 Schedule of Intangible Assets (Details) HTML 29K
59: R45 Intangible Assets (Details Narrative) HTML 27K
60: R46 Schedule of Trade and Other Payables (Details) HTML 31K
61: R47 Schedule of Loans Payable (Details) HTML 104K
62: R48 Schedule of Loans Payable (Details) HTML 129K
(Parenthetical)
63: R49 Convertible Notes (Details Narrative) HTML 39K
64: R50 Schedule of Lease Receivables Recognized (Details) HTML 40K
65: R51 Schedule of Consolidated Balance Sheet of Lease HTML 35K
(Details)
66: R52 Schedule of Future Minimum Lease Payments HTML 41K
(Details)
67: R53 Leases (Details Narrative) HTML 81K
68: R54 Schedule of Redeemable Preferred Share Activities HTML 54K
(Details)
69: R55 Schedule of Redeemable Preferred Share Activities HTML 30K
(Details) (Parenthetical)
70: R56 Mezzanine Equity (Details Narrative) HTML 119K
71: R57 Preferred Stock (Details Narrative) HTML 79K
72: R58 Schedule of Warrants Assumptions (Details) HTML 40K
73: R59 Schedule of Warrants Outstanding (Details) HTML 27K
74: R60 Common Stock and Additional Paid in Capital HTML 151K
(Details Narrative)
75: R61 Related Party Transactions (Details Narrative) HTML 35K
76: R62 Contingencies (Details Narrative) HTML 27K
77: R63 Schedule of Supplemental Cash Flow Information HTML 38K
(Details)
78: R64 Subsequent Events (Details Narrative) HTML 64K
81: XML IDEA XML File -- Filing Summary XML 147K
79: XML XBRL Instance -- form10-q_htm XML 1.57M
80: EXCEL IDEA Workbook of Financial Reports XLSX 137K
11: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 184K
Linkbase Document -- dsgt-20220630_cal
12: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 487K
Document -- dsgt-20220630_def
13: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.00M
Document -- dsgt-20220630_lab
14: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 771K
Linkbase Document -- dsgt-20220630_pre
10: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 166K
dsgt-20220630
82: JSON XBRL Instance as JSON Data -- MetaLinks 342± 485K
83: ZIP XBRL Zipped Folder -- 0001493152-22-023418-xbrl Zip 788K
Exhibit 99.3
CHARTER OF THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS OF
DSG GLOBAL INC.
Dated May 1, 2021
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of DSG Global Inc. (the “Company”) has been appointed by the Board to perform the duties and responsibilities set forth in this charter.
PURPOSE
The purpose of the Committee is to:
| ● | Assist the Board in discharging its responsibilities relating to the compensation of the Company’s Chief Executive Officer (“CEO”) and other individuals who are “officers” as defined in Rule 16a- 1(f) (the “Executive Officers”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other employees of the Company as the Committee determines from time to time after consultation with the CEO (the “Key Employees”). | |
| ● | Oversee the Company’s compensation policies and plans and benefits programs, and be responsible for the Company’s overall compensation philosophy. | |
| ● | Administer the Company’s equity compensation plans, including the granting of equity awards pursuant to such plans or outside of such plans. | |
| ● | Periodically review the development plans for the CEO, Executive Officers and Key Employees |
COMPOSITION
| 1. | Membership. The Committee will consist of at least two (2) members of the Board. Members of the Committee will be appointed by the Board and may be removed by the Board in its discretion. |
| 2. | Qualifications. Members of the Committee must meet the following criteria as well as any additional criteria required by applicable law, the rules and regulations of the U.S. Securities and Exchange Commission or the securities exchange on which the Company’s securities are listed or such other qualifications as are established by the Board from time to time: |
| ● | Each member of the Committee will meet the independence requirements of the listing standards of the securities exchange on which the Company’s securities are listed. | |
| ● | Unless determined otherwise by the Board, each member of the Committee will be a “non- employee director” as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act. |
| 3. | Chairperson. The Board may designate a chairperson of the Committee. In the absence of that designation, the Committee may designate a chairperson by majority vote of the members of the Committee. |
C:
RESPONSIBILITIES
The following are the principal recurring responsibilities and duties of the Committee. The Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board may request or prescribe.
| 1. | Set Compensation. The Committee will: |
| ● | Review at least annually and approve the corporate goals and objectives applicable to the compensation of the CEO, evaluate at least annually the CEO’s performance in light thereof, and consider factors related to the performance of the Company in determining the compensation level of the CEO. | |
| ● | Review at least annually and approve or recommend to the Board or independent members of the Board for approval the CEO’s: (a) base salary, (b) incentive bonus, including the specific goals and amount, (c) equity compensation, (d) any employment agreement, severance arrangement or change of control protections and (e) any other benefits, compensation or similar arrangements, if any (including, without limitation, perquisites and any other form of compensation such as a signing bonus or payment of relocation costs). | |
| ● | Review at least annually and approve or recommend to the Board or independent members of the Board for approval items (a) through (e) for the Executive Officers and Key Employees. | |
| ● | Review and approve any compensatory contracts or similar transactions or arrangements with current or former Executive Officers and Key Employees, including consulting arrangements, employment contracts, severance or termination arrangements, which may include any benefits to be provided in connection with a change of control. In this regard, the Committee will have the power and authority to adopt, amend and terminate such contracts, transactions or arrangements. |
In evaluating and determining compensation for the CEO and other Executive Officers, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act (a “Say-on-Pay Vote”) if such vote is required or such vote is voluntarily sought by the Company.
| 2. | Oversee Compensation Plans and Programs. The Committee will: |
| ● | Review, approve and administer annual and long-term incentive compensation plans for service providers of the Company, including the CEO, Executive Officers, and Key Employees, including: |
| ○ | Establishing performance objectives and evaluating performance achievement. | |
| ○ | Reviewing and approving all related plans and grant awards pursuant to such plans. | |
| ○ | Adopting, amending and terminating any such plans. |
| ● | Administer the Company’s equity compensation plans, including: |
| ○ | Granting equity-based or equity-linked awards to eligible individuals (including grants to the CEO and Executive Officers in compliance with Rule 16b-3 promulgated thereunder) in accordance with procedures and guidelines as may be established by the Board or the Committee. | |
| ○ | Amending equity-based or equity-linked awards granted thereunder. | |
| ○ | Adopting, amending and terminating such plans, including reserving shares for issuance thereunder, subject to obtaining any required stockholder approval. |
C:
| ● | Review, approve and administer all of the Company’s employee benefit plans that the Committee deems appropriate, which includes the ability to adopt, amend and terminate such plans. | |
| ● | In connection with executive compensation: |
| ○ | Review and approve the Company’s executive compensation philosophy as well as new executive compensation programs; | |
| ○ | Review on a periodic basis the operations of the Company’s executive compensation programs to determine whether they are achieving their intended purpose(s); | |
| ○ | Establish and periodically review policies for the administration of executive compensation programs; and | |
| ○ | Assess the impact of tax and accounting rules changes on any executive compensation programs. |
| ● | Evaluate director compensation, including equity compensation, and make recommendations to the Board regarding director compensation. | |
| ● | Review and discuss annually with management the risks arising from the Company’s compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. | |
| ● | If the Board adopts stock ownership guidelines applicable to members of the Board and/or Executive Officers, periodically review such guidelines and recommend any proposed changes to the Board; monitor compliance with guidelines as applicable. |
| 3. | Compliance and Governance. The Committee will: |
| ● | Review and discuss with management the Company’s compensation disclosures required by the rules and regulations of the SEC, to the extent required of the Company. | |
| ● | Prepare the report of the Committee, to the extent required by the rules and regulations of the SEC, to be included with the Company’s annual report on Form 10-K or proxy statement. | |
| ● | Oversee the Company’s submissions to stockholders on executive compensation matters, and, in conjunction with the Nominating and Corporate Governance Committee of the Board (or its designees), engagement with proxy advisory firms and other stockholder groups on executive compensation matters. | |
| ● | If applicable, review and recommend to the Board for approval the frequency with which the Company will conduct a Say-on-Pay Vote, taking into account the results of the most recent stockholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement. | |
| ● | Review and make determinations regarding stockholder proposals regarding compensation. |
| 4. | Succession Planning. The Committee will periodically review and discuss with the Board corporate succession and development plans, as applicable, for the CEO, Executive Officers, and Key Employees. |
C:
| 5. | Executive Performance. The Committee will assist the Board in its evaluation of the performance of the CEO, and will assist the Board and the CEO in the evaluation of the performance of other Executive Officers. |
| 6. | Committee Charter Review. The Committee will review and assess the adequacy of this charter at least annually and will submit any recommended changes to this charter to the Board for approval. |
| 7. | Performance Review. The Committee will review and assess the performance of the Committee at least annually. |
MEETINGS AND PROCEDURES
| 1. | Meetings. |
| ● | The Committee will meet as often as necessary to perform its duties, and at such times and places as the Committee determines. The chairperson of the Committee will preside at each meeting. The chairperson will approve the agenda for the Committee’s meetings and any member may suggest items for consideration. If a chairperson is not designated or present, an acting chair may be designated by the Committee members present. The Committee may act by unanimous written consent (which may include electronic consent) in lieu of a meeting in accordance with the Company’s bylaws. | |
| ● | The Committee will maintain written minutes of its meetings and actions by written consent, which minutes and actions will be filed with the minutes of the meeting of the Board. |
| 2. | The Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities, including non-employee directors who are not members of the Committee. The Company’s CEO’s may not be present during portions of any meeting during which the CEO’s performance and compensation is being deliberated and determined. |
| 3. | Reporting to the Board of Directors. The Committee will report regularly to the Board regarding its activities and recommendations. |
| 4. | Subcommittees. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. Specifically, at its discretion, the Committee shall have the authority to form and designate to a subcommittee the authority to grant equity awards to non- officer employees of the Company within guidelines established by the Committee from time to time. If designated, any subcommittee will establish its own schedule and maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee will not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Committee as a whole. |
| 5. | Compensation. Members of the Committee will receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. |
C:
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/18/22 | 10-Q/A | ||
| For Period end: | 6/30/22 | NT 10-Q | ||
| 5/1/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/21/21 DSG Global Inc. S-1 9:25M M2 Compliance LLC/FA 3/05/21 DSG Global Inc. 10-K 12/31/20 86:46M M2 Compliance LLC/FA 2/23/21 DSG Global Inc. 8-K:1,9 2/09/21 2:901K M2 Compliance LLC/FA 12/31/20 DSG Global Inc. 8-K:1,9 12/23/20 3:291K M2 Compliance LLC/FA 3/06/20 DSG Global Inc. 8-K:1,3,9 3/02/20 3:196K M2 Compliance LLC/FA 10/04/19 DSG Global Inc. S-1 6:4.3M M2 Compliance LLC/FA 3/26/19 DSG Global Inc. 8-K:5,8,9 3/26/19 3:807K M2 Compliance LLC/FA 11/23/16 DSG Global Inc. 8-K:1,9 11/07/16 7:1M M2 Compliance LLC/FA 5/02/16 DSG Global Inc. 10-K 12/31/15 87:6.6M Global Fin’l Corp./FA 11/16/15 DSG Global Inc. 10-Q 9/30/15 77:5.3M Global Fin’l Corp./FA 6/19/15 DSG Global Inc. 8-K:3,5,9 6/16/15 2:82K Global Fin’l Corp./FA 2/23/15 DSG Global Inc. 8-K:5,8,9 2/02/15 4:1.2M Global Fin’l Corp./FA 6/24/08 DSG Global Inc. 8-K:5,7,9 6/24/08 2:252K Newsfile Corp./FA 10/22/07 DSG Global Inc. SB-2 6:163K Global Fin’l Corp./FA |