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[DEF 14A] Mexco Energy Corporation Definitive Proxy Statement

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Rhea-AI Filing Summary

Sadot Group Inc. (Nasdaq: SDOT) has filed a preliminary 424(b)(5) prospectus supplement for a best-efforts primary offering of common stock. Because its public float is only $11.95 million, General Instruction I.B.6 limits new sales to roughly $3.98 million (≈1/3 of float) during any 12-month period. Pricing, share count and gross proceeds are still blank; the last reported price was $1.79 on 22-Jul-25.

Intended use of proceeds is general corporate purposes and repayment of about $1.156 million of debt: $250k toward an amended October 2024 convertible note (principal now $2.06 m, maturity 31-Dec-25), $750k toward December 2024 convertible notes (principal $3.75 m, maturity extended to 31-Dec-25) and up to $156k to reduce a $937.5k promissory note held by the CFO (conversion feature removed). Both 2024 noteholders accepted a 90-day transfer lock-up.

Capital structure & dilution: 7.36 m shares outstanding pre-offering, plus 61 k options (avg $10.80), 1.58 m warrants (avg $18.30) and 3.41 m shares issuable on conversion of outstanding notes (avg $1.34). Placement-agent warrants equal to 5 % of shares sold will be issued. Variable-price conversion features on the December 2024 and June 2025 notes could generate additional low-priced equity upon default.

Strategic & governance items: Company continues pivot from U.S. restaurants (assets held for sale) to global agri-foods trading and farming. On 22-Jul-25 subsidiary Sadot LLC closed a $13.4 m purchase of 3,750 Class B shares of Indonesia-based PT Green. CEO turnover occurred on 28-May-25, and several board changes were disclosed. Sadot remains a smaller reporting company.

Sadot Group Inc. (Nasdaq: SDOT) ha presentato un supplemento preliminare al prospetto 424(b)(5) per un'offerta primaria di azioni ordinarie con impegno di migliori sforzi. Poiché il flottante pubblico è di soli 11,95 milioni di dollari, l'Istruzione Generale I.B.6 limita le nuove vendite a circa 3,98 milioni di dollari (≈1/3 del flottante) in un periodo di 12 mesi. Prezzo, numero di azioni e proventi lordi sono ancora da definire; l'ultimo prezzo riportato è stato di 1,79 dollari il 22-lug-25.

Utilizzo previsto dei proventi è per scopi generali aziendali e per il rimborso di circa 1,156 milioni di dollari di debito: 250.000 dollari verso una nota convertibile modificata di ottobre 2024 (capitale residuo ora 2,06 milioni, scadenza 31-dic-25), 750.000 dollari verso note convertibili di dicembre 2024 (capitale 3,75 milioni, scadenza estesa al 31-dic-25) e fino a 156.000 dollari per ridurre una cambiale da 937.500 dollari detenuta dal CFO (caratteristica di conversione rimossa). Entrambi i detentori delle note 2024 hanno accettato un blocco di trasferimento di 90 giorni.

Struttura del capitale e diluizione: 7,36 milioni di azioni in circolazione prima dell'offerta, più 61.000 opzioni (prezzo medio 10,80 dollari), 1,58 milioni di warrant (prezzo medio 18,30 dollari) e 3,41 milioni di azioni emettibili alla conversione delle note in circolazione (prezzo medio 1,34 dollari). Saranno emessi warrant per l'agente di collocamento pari al 5% delle azioni vendute. Le caratteristiche di conversione a prezzo variabile sulle note di dicembre 2024 e giugno 2025 potrebbero generare ulteriori azioni a basso prezzo in caso di default.

Elementi strategici e di governance: L'azienda continua la transizione dai ristoranti USA (attività in vendita) verso il commercio globale di prodotti agroalimentari e l'agricoltura. Il 22-lug-25 la controllata Sadot LLC ha concluso l'acquisto per 13,4 milioni di dollari di 3.750 azioni di Classe B di PT Green, con sede in Indonesia. Il cambio del CEO è avvenuto il 28-mag-25 e sono stati annunciati diversi cambiamenti nel consiglio di amministrazione. Sadot rimane una società di dimensioni minori soggetta a reporting.

Sadot Group Inc. (Nasdaq: SDOT) ha presentado un suplemento preliminar al prospecto 424(b)(5) para una oferta primaria de acciones comunes bajo esfuerzo razonable. Debido a que su flotante público es solo de 11,95 millones de dólares, la Instrucción General I.B.6 limita las nuevas ventas a aproximadamente 3,98 millones de dólares (≈1/3 del flotante) durante cualquier período de 12 meses. El precio, el número de acciones y los ingresos brutos aún están en blanco; el último precio reportado fue de 1,79 dólares el 22-jul-25.

Uso previsto de los ingresos es para propósitos corporativos generales y el reembolso de aproximadamente 1,156 millones de dólares en deuda: 250.000 dólares hacia una nota convertible enmendada de octubre 2024 (principal ahora 2,06 millones, vencimiento 31-dic-25), 750.000 dólares hacia notas convertibles de diciembre 2024 (principal 3,75 millones, vencimiento extendido al 31-dic-25) y hasta 156.000 dólares para reducir un pagaré de 937.500 dólares en poder del CFO (característica de conversión eliminada). Ambos tenedores de notas 2024 aceptaron un bloqueo de transferencia de 90 días.

Estructura de capital y dilución: 7,36 millones de acciones en circulación antes de la oferta, más 61.000 opciones (precio promedio 10,80 dólares), 1,58 millones de warrants (precio promedio 18,30 dólares) y 3,41 millones de acciones emitibles por conversión de notas en circulación (precio promedio 1,34 dólares). Se emitirán warrants para el agente colocador equivalentes al 5 % de las acciones vendidas. Las características de conversión a precio variable en las notas de diciembre 2024 y junio 2025 podrían generar acciones adicionales a bajo precio en caso de incumplimiento.

Aspectos estratégicos y de gobernanza: La empresa continúa su cambio de restaurantes en EE.UU. (activos en venta) hacia el comercio global de agroalimentos y agricultura. El 22-jul-25 la subsidiaria Sadot LLC cerró la compra por 13,4 millones de dólares de 3.750 acciones Clase B de PT Green, con sede en Indonesia. El cambio de CEO ocurrió el 28-may-25 y se divulgaron varios cambios en la junta directiva. Sadot sigue siendo una empresa de menor tamaño que reporta.

Sadot Group Inc. (나스닥: SDOT)는 보통주에 대한 최선의 노력 방식의 1차 공모를 위한 예비 424(b)(5) 보충 설명서를 제출했습니다. 공공 유통 주식 수가 1,195만 달러에 불과하여, 일반 지침 I.B.6에 따라 12개월 동안 신규 판매는 약 398만 달러(유통 주식의 약 1/3)로 제한됩니다. 가격, 주식 수 및 총 수익은 아직 기입되지 않았으며, 마지막 보고된 가격은 2025년 7월 22일에 1.79달러였습니다.

수익금 사용 예정은 일반 기업 목적과 약 115만 6천 달러의 부채 상환에 사용됩니다: 2024년 10월 개정 전환사채에 25만 달러(현재 원금 206만 달러, 만기 2025년 12월 31일), 2024년 12월 전환사채에 75만 달러(원금 375만 달러, 만기 2025년 12월 31일로 연장), 그리고 CFO가 보유한 93만 7,500달러 약속어음 상환에 최대 15만 6천 달러(전환 기능 제거). 두 2024년 채권 보유자는 90일간의 양도 제한에 동의했습니다.

자본 구조 및 희석: 공모 전 736만 주 발행, 평균 행사가 10.80달러인 6만 1천 옵션, 평균 행사가 18.30달러인 158만 워런트, 평균 행사가 1.34달러인 341만 주 전환 가능 주식 보유. 판매 주식의 5%에 해당하는 배치 대행사 워런트가 발행됩니다. 2024년 12월 및 2025년 6월 채권의 변동 가격 전환 기능은 채무 불이행 시 추가 저가 주식 발행을 초래할 수 있습니다.

전략 및 거버넌스 사항: 회사는 미국 레스토랑(매각 중인 자산)에서 글로벌 농식품 무역 및 농업으로 전환을 지속하고 있습니다. 2025년 7월 22일 자회사 Sadot LLC는 인도네시아 기반 PT Green의 클래스 B 주식 3,750주를 1,340만 달러에 인수 완료했습니다. CEO 교체는 2025년 5월 28일에 있었으며, 여러 이사회 변경 사항도 공개되었습니다. Sadot은 여전히 소규모 보고 회사입니다.

Sadot Group Inc. (Nasdaq : SDOT) a déposé un supplément préliminaire au prospectus 424(b)(5) pour une offre primaire d'actions ordinaires en meilleure diligence. Étant donné que son flottant public est seulement de 11,95 millions de dollars, la Directive Générale I.B.6 limite les nouvelles ventes à environ 3,98 millions de dollars (≈1/3 du flottant) sur une période de 12 mois. Le prix, le nombre d'actions et le produit brut restent à déterminer ; le dernier cours rapporté était de 1,79 $ au 22-juil-25.

Utilisation prévue des fonds : objectifs généraux de l'entreprise et remboursement d'environ 1,156 million de dollars de dette : 250 000 $ pour une note convertible modifiée d'octobre 2024 (principal maintenant 2,06 M$, échéance 31-déc-25), 750 000 $ pour des notes convertibles de décembre 2024 (principal 3,75 M$, échéance prolongée au 31-déc-25) et jusqu'à 156 000 $ pour réduire un billet à ordre de 937 500 $ détenu par le CFO (option de conversion supprimée). Les deux détenteurs de notes 2024 ont accepté un blocage de transfert de 90 jours.

Structure du capital et dilution : 7,36 M d'actions en circulation avant l'offre, plus 61 000 options (prix moyen 10,80 $), 1,58 M de bons de souscription (prix moyen 18,30 $) et 3,41 M d'actions pouvant être émises à la conversion des notes en circulation (prix moyen 1,34 $). Des bons de souscription pour l'agent de placement équivalant à 5 % des actions vendues seront émis. Les caractéristiques de conversion à prix variable des notes de décembre 2024 et juin 2025 pourraient générer des actions supplémentaires à bas prix en cas de défaut.

Aspects stratégiques et gouvernance : La société poursuit sa transition des restaurants américains (actifs détenus en vue de la vente) vers le commerce mondial agroalimentaire et l'agriculture. Le 22-juil-25, la filiale Sadot LLC a finalisé l'achat pour 13,4 M$ de 3 750 actions de Classe B de PT Green, basée en Indonésie. Le changement de PDG a eu lieu le 28-mai-25, et plusieurs modifications du conseil d'administration ont été annoncées. Sadot reste une entreprise de petite taille soumise à des obligations de reporting.

Sadot Group Inc. (Nasdaq: SDOT) hat einen vorläufigen 424(b)(5) Prospektergänzung für ein Best-Efforts-Primärangebot von Stammaktien eingereicht. Da der Streubesitz nur 11,95 Millionen US-Dollar beträgt, begrenzt die Allgemeine Anweisung I.B.6 neue Verkäufe auf etwa 3,98 Millionen US-Dollar (≈1/3 des Streubesitzes) innerhalb eines 12-Monats-Zeitraums. Preis, Aktienanzahl und Bruttoerlöse sind noch offen; der zuletzt gemeldete Preis lag am 22.07.25 bei 1,79 US-Dollar.

Geplanter Verwendung der Erlöse sind allgemeine Unternehmenszwecke und die Rückzahlung von etwa 1,156 Millionen US-Dollar Schulden: 250.000 US-Dollar für eine geänderte Wandelanleihe von Oktober 2024 (aktueller Kapitalbetrag 2,06 Mio., Fälligkeit 31.12.25), 750.000 US-Dollar für Wandelanleihen von Dezember 2024 (Kapital 3,75 Mio., Fälligkeit auf 31.12.25 verlängert) und bis zu 156.000 US-Dollar zur Reduzierung eines Schuldscheins über 937.500 US-Dollar, der vom CFO gehalten wird (Wandlungsrecht entfernt). Beide Anleihegläubiger 2024 akzeptierten eine 90-tägige Transfer-Sperre.

Kapitalstruktur & Verwässerung: 7,36 Mio. ausstehende Aktien vor dem Angebot, plus 61.000 Optionen (Durchschnittspreis 10,80 US-Dollar), 1,58 Mio. Warrants (Durchschnittspreis 18,30 US-Dollar) und 3,41 Mio. Aktien, die bei Umwandlung ausstehenden Anleihen ausgegeben werden können (Durchschnittspreis 1,34 US-Dollar). Platzierungsagenten-Warrants in Höhe von 5 % der verkauften Aktien werden ausgegeben. Variable Preiswandlungsmerkmale der Dezember 2024 und Juni 2025 Anleihen könnten bei Zahlungsausfall zusätzliche Aktien zu niedrigem Preis generieren.

Strategische & Governance-Punkte: Das Unternehmen setzt die Umstellung von US-Restaurants (als Vermögenswerte zum Verkauf gehalten) auf globalen Agrarhandel und Landwirtschaft fort. Am 22.07.25 schloss die Tochtergesellschaft Sadot LLC den Kauf von 3.750 Klasse-B-Aktien der in Indonesien ansässigen PT Green für 13,4 Mio. US-Dollar ab. Der CEO-Wechsel erfolgte am 28.05.25, und mehrere Vorstandänderungen wurden bekannt gegeben. Sadot bleibt ein kleiner berichtspflichtiger Konzern.

Positive
  • Extension of October 2024 and December 2024 note maturities to 31-Dec-25 reduces near-term default risk.
  • Removal of convertibility on the $937.5 k Black Note cuts potential insider-driven dilution.
  • 90-day lock-up agreements with key noteholders should limit immediate resale pressure.
Negative
  • Offering is best-efforts with no minimum, so capital raised could be well below target.
  • Significant dilution risk: existing convertibles, warrants and new placement-agent warrants could more than double share count.
  • Variable-price conversion features on notes may trigger further low-price issuance if the stock weakens or defaults occur.
  • $13.4 m PT Green acquisition adds sizable cash obligation despite limited liquidity.
  • Multiple executive and board departures signal governance instability.

Insights

TL;DR – Small raise relieves near-term debt pressure but adds meaningful equity dilution risk.

The filing targets an at-most $3.98 m cash infusion—insufficient to transform operations yet critical to meet upcoming obligations. Proceeds are earmarked mainly for note repayments, trimming short-term default risk and extending maturities to 31-Dec-25. However, the offer is best efforts with no minimum, so the company may secure far less than planned. Pre-offer share count is modest, but fully diluted share potential exceeds 12 m, and variable-price notes could accelerate issuance if the stock weakens. Resetting conversion prices to the offer price and deleting the CFO note’s convertibility helps cap dilution, yet overall leverage remains high after the $13.4 m PT Green outlay. Cash flow from agri-food trading will need to scale quickly to justify the expanded equity base.

TL;DR – Frequent leadership changes and related-party debt highlight governance weaknesses.

In five months the company cycled through two CEOs, lost two directors (one death, one resignation) and reshuffled committee seats—signals of board instability. The Black Note, issued to the sitting CFO at an OID with 22 % default interest, underlines insider-creditor conflicts; partial repayment from offering proceeds mitigates but does not erase the issue. Note amendments introduce 90-day lock-ups and Nasdaq conversion caps, modestly protecting shareholders, yet multiple variable-pricing instruments remain. The best-efforts structure, absence of firm commitment and reliance on small-float Rule I.B.6 offerings suggest limited capital market access. Overall governance posture is strained, warranting close monitoring.

Sadot Group Inc. (Nasdaq: SDOT) ha presentato un supplemento preliminare al prospetto 424(b)(5) per un'offerta primaria di azioni ordinarie con impegno di migliori sforzi. Poiché il flottante pubblico è di soli 11,95 milioni di dollari, l'Istruzione Generale I.B.6 limita le nuove vendite a circa 3,98 milioni di dollari (≈1/3 del flottante) in un periodo di 12 mesi. Prezzo, numero di azioni e proventi lordi sono ancora da definire; l'ultimo prezzo riportato è stato di 1,79 dollari il 22-lug-25.

Utilizzo previsto dei proventi è per scopi generali aziendali e per il rimborso di circa 1,156 milioni di dollari di debito: 250.000 dollari verso una nota convertibile modificata di ottobre 2024 (capitale residuo ora 2,06 milioni, scadenza 31-dic-25), 750.000 dollari verso note convertibili di dicembre 2024 (capitale 3,75 milioni, scadenza estesa al 31-dic-25) e fino a 156.000 dollari per ridurre una cambiale da 937.500 dollari detenuta dal CFO (caratteristica di conversione rimossa). Entrambi i detentori delle note 2024 hanno accettato un blocco di trasferimento di 90 giorni.

Struttura del capitale e diluizione: 7,36 milioni di azioni in circolazione prima dell'offerta, più 61.000 opzioni (prezzo medio 10,80 dollari), 1,58 milioni di warrant (prezzo medio 18,30 dollari) e 3,41 milioni di azioni emettibili alla conversione delle note in circolazione (prezzo medio 1,34 dollari). Saranno emessi warrant per l'agente di collocamento pari al 5% delle azioni vendute. Le caratteristiche di conversione a prezzo variabile sulle note di dicembre 2024 e giugno 2025 potrebbero generare ulteriori azioni a basso prezzo in caso di default.

Elementi strategici e di governance: L'azienda continua la transizione dai ristoranti USA (attività in vendita) verso il commercio globale di prodotti agroalimentari e l'agricoltura. Il 22-lug-25 la controllata Sadot LLC ha concluso l'acquisto per 13,4 milioni di dollari di 3.750 azioni di Classe B di PT Green, con sede in Indonesia. Il cambio del CEO è avvenuto il 28-mag-25 e sono stati annunciati diversi cambiamenti nel consiglio di amministrazione. Sadot rimane una società di dimensioni minori soggetta a reporting.

Sadot Group Inc. (Nasdaq: SDOT) ha presentado un suplemento preliminar al prospecto 424(b)(5) para una oferta primaria de acciones comunes bajo esfuerzo razonable. Debido a que su flotante público es solo de 11,95 millones de dólares, la Instrucción General I.B.6 limita las nuevas ventas a aproximadamente 3,98 millones de dólares (≈1/3 del flotante) durante cualquier período de 12 meses. El precio, el número de acciones y los ingresos brutos aún están en blanco; el último precio reportado fue de 1,79 dólares el 22-jul-25.

Uso previsto de los ingresos es para propósitos corporativos generales y el reembolso de aproximadamente 1,156 millones de dólares en deuda: 250.000 dólares hacia una nota convertible enmendada de octubre 2024 (principal ahora 2,06 millones, vencimiento 31-dic-25), 750.000 dólares hacia notas convertibles de diciembre 2024 (principal 3,75 millones, vencimiento extendido al 31-dic-25) y hasta 156.000 dólares para reducir un pagaré de 937.500 dólares en poder del CFO (característica de conversión eliminada). Ambos tenedores de notas 2024 aceptaron un bloqueo de transferencia de 90 días.

Estructura de capital y dilución: 7,36 millones de acciones en circulación antes de la oferta, más 61.000 opciones (precio promedio 10,80 dólares), 1,58 millones de warrants (precio promedio 18,30 dólares) y 3,41 millones de acciones emitibles por conversión de notas en circulación (precio promedio 1,34 dólares). Se emitirán warrants para el agente colocador equivalentes al 5 % de las acciones vendidas. Las características de conversión a precio variable en las notas de diciembre 2024 y junio 2025 podrían generar acciones adicionales a bajo precio en caso de incumplimiento.

Aspectos estratégicos y de gobernanza: La empresa continúa su cambio de restaurantes en EE.UU. (activos en venta) hacia el comercio global de agroalimentos y agricultura. El 22-jul-25 la subsidiaria Sadot LLC cerró la compra por 13,4 millones de dólares de 3.750 acciones Clase B de PT Green, con sede en Indonesia. El cambio de CEO ocurrió el 28-may-25 y se divulgaron varios cambios en la junta directiva. Sadot sigue siendo una empresa de menor tamaño que reporta.

Sadot Group Inc. (나스닥: SDOT)는 보통주에 대한 최선의 노력 방식의 1차 공모를 위한 예비 424(b)(5) 보충 설명서를 제출했습니다. 공공 유통 주식 수가 1,195만 달러에 불과하여, 일반 지침 I.B.6에 따라 12개월 동안 신규 판매는 약 398만 달러(유통 주식의 약 1/3)로 제한됩니다. 가격, 주식 수 및 총 수익은 아직 기입되지 않았으며, 마지막 보고된 가격은 2025년 7월 22일에 1.79달러였습니다.

수익금 사용 예정은 일반 기업 목적과 약 115만 6천 달러의 부채 상환에 사용됩니다: 2024년 10월 개정 전환사채에 25만 달러(현재 원금 206만 달러, 만기 2025년 12월 31일), 2024년 12월 전환사채에 75만 달러(원금 375만 달러, 만기 2025년 12월 31일로 연장), 그리고 CFO가 보유한 93만 7,500달러 약속어음 상환에 최대 15만 6천 달러(전환 기능 제거). 두 2024년 채권 보유자는 90일간의 양도 제한에 동의했습니다.

자본 구조 및 희석: 공모 전 736만 주 발행, 평균 행사가 10.80달러인 6만 1천 옵션, 평균 행사가 18.30달러인 158만 워런트, 평균 행사가 1.34달러인 341만 주 전환 가능 주식 보유. 판매 주식의 5%에 해당하는 배치 대행사 워런트가 발행됩니다. 2024년 12월 및 2025년 6월 채권의 변동 가격 전환 기능은 채무 불이행 시 추가 저가 주식 발행을 초래할 수 있습니다.

전략 및 거버넌스 사항: 회사는 미국 레스토랑(매각 중인 자산)에서 글로벌 농식품 무역 및 농업으로 전환을 지속하고 있습니다. 2025년 7월 22일 자회사 Sadot LLC는 인도네시아 기반 PT Green의 클래스 B 주식 3,750주를 1,340만 달러에 인수 완료했습니다. CEO 교체는 2025년 5월 28일에 있었으며, 여러 이사회 변경 사항도 공개되었습니다. Sadot은 여전히 소규모 보고 회사입니다.

Sadot Group Inc. (Nasdaq : SDOT) a déposé un supplément préliminaire au prospectus 424(b)(5) pour une offre primaire d'actions ordinaires en meilleure diligence. Étant donné que son flottant public est seulement de 11,95 millions de dollars, la Directive Générale I.B.6 limite les nouvelles ventes à environ 3,98 millions de dollars (≈1/3 du flottant) sur une période de 12 mois. Le prix, le nombre d'actions et le produit brut restent à déterminer ; le dernier cours rapporté était de 1,79 $ au 22-juil-25.

Utilisation prévue des fonds : objectifs généraux de l'entreprise et remboursement d'environ 1,156 million de dollars de dette : 250 000 $ pour une note convertible modifiée d'octobre 2024 (principal maintenant 2,06 M$, échéance 31-déc-25), 750 000 $ pour des notes convertibles de décembre 2024 (principal 3,75 M$, échéance prolongée au 31-déc-25) et jusqu'à 156 000 $ pour réduire un billet à ordre de 937 500 $ détenu par le CFO (option de conversion supprimée). Les deux détenteurs de notes 2024 ont accepté un blocage de transfert de 90 jours.

Structure du capital et dilution : 7,36 M d'actions en circulation avant l'offre, plus 61 000 options (prix moyen 10,80 $), 1,58 M de bons de souscription (prix moyen 18,30 $) et 3,41 M d'actions pouvant être émises à la conversion des notes en circulation (prix moyen 1,34 $). Des bons de souscription pour l'agent de placement équivalant à 5 % des actions vendues seront émis. Les caractéristiques de conversion à prix variable des notes de décembre 2024 et juin 2025 pourraient générer des actions supplémentaires à bas prix en cas de défaut.

Aspects stratégiques et gouvernance : La société poursuit sa transition des restaurants américains (actifs détenus en vue de la vente) vers le commerce mondial agroalimentaire et l'agriculture. Le 22-juil-25, la filiale Sadot LLC a finalisé l'achat pour 13,4 M$ de 3 750 actions de Classe B de PT Green, basée en Indonésie. Le changement de PDG a eu lieu le 28-mai-25, et plusieurs modifications du conseil d'administration ont été annoncées. Sadot reste une entreprise de petite taille soumise à des obligations de reporting.

Sadot Group Inc. (Nasdaq: SDOT) hat einen vorläufigen 424(b)(5) Prospektergänzung für ein Best-Efforts-Primärangebot von Stammaktien eingereicht. Da der Streubesitz nur 11,95 Millionen US-Dollar beträgt, begrenzt die Allgemeine Anweisung I.B.6 neue Verkäufe auf etwa 3,98 Millionen US-Dollar (≈1/3 des Streubesitzes) innerhalb eines 12-Monats-Zeitraums. Preis, Aktienanzahl und Bruttoerlöse sind noch offen; der zuletzt gemeldete Preis lag am 22.07.25 bei 1,79 US-Dollar.

Geplanter Verwendung der Erlöse sind allgemeine Unternehmenszwecke und die Rückzahlung von etwa 1,156 Millionen US-Dollar Schulden: 250.000 US-Dollar für eine geänderte Wandelanleihe von Oktober 2024 (aktueller Kapitalbetrag 2,06 Mio., Fälligkeit 31.12.25), 750.000 US-Dollar für Wandelanleihen von Dezember 2024 (Kapital 3,75 Mio., Fälligkeit auf 31.12.25 verlängert) und bis zu 156.000 US-Dollar zur Reduzierung eines Schuldscheins über 937.500 US-Dollar, der vom CFO gehalten wird (Wandlungsrecht entfernt). Beide Anleihegläubiger 2024 akzeptierten eine 90-tägige Transfer-Sperre.

Kapitalstruktur & Verwässerung: 7,36 Mio. ausstehende Aktien vor dem Angebot, plus 61.000 Optionen (Durchschnittspreis 10,80 US-Dollar), 1,58 Mio. Warrants (Durchschnittspreis 18,30 US-Dollar) und 3,41 Mio. Aktien, die bei Umwandlung ausstehenden Anleihen ausgegeben werden können (Durchschnittspreis 1,34 US-Dollar). Platzierungsagenten-Warrants in Höhe von 5 % der verkauften Aktien werden ausgegeben. Variable Preiswandlungsmerkmale der Dezember 2024 und Juni 2025 Anleihen könnten bei Zahlungsausfall zusätzliche Aktien zu niedrigem Preis generieren.

Strategische & Governance-Punkte: Das Unternehmen setzt die Umstellung von US-Restaurants (als Vermögenswerte zum Verkauf gehalten) auf globalen Agrarhandel und Landwirtschaft fort. Am 22.07.25 schloss die Tochtergesellschaft Sadot LLC den Kauf von 3.750 Klasse-B-Aktien der in Indonesien ansässigen PT Green für 13,4 Mio. US-Dollar ab. Der CEO-Wechsel erfolgte am 28.05.25, und mehrere Vorstandänderungen wurden bekannt gegeben. Sadot bleibt ein kleiner berichtspflichtiger Konzern.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

 

MEXCO ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required.
   
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
   
Fee paid previously with preliminary materials.

 

 

 

 
 

 

MEXCO ENERGY CORPORATION

415 W. Wall, Suite 475

Midland, Texas 79701

(432) 682-1119

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

To be held September 9, 2025

 

TO THE STOCKHOLDERS OF MEXCO ENERGY CORPORATION:

 

Notice is hereby given that the Annual Meeting of the Stockholders of MEXCO ENERGY CORPORATION (referred to herein as the “Company” or “Mexco”) will be held at the Company’s principal office located at 415 West Wall, Suite 475, Midland, Texas 79701, at 2:00 p.m. on September 9, 2025, for the following purposes:

 

1. Electing Directors of the Company.

 

2. Ratifying the selection of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026.

 

3. Voting upon a non-binding advisory resolution regarding the compensation of our named executive officers as disclosed in this Proxy Statement.

 

4. Considering all other matters as may properly come before the meeting.

 

The Board of Directors has fixed the close of business on July 23, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and any adjournment or adjournments thereof.

 

DATED this 23rd day of July, 2025.

 

  BY ORDER OF THE BOARD OF DIRECTORS
   
   
  STACY D. HARDIN, Secretary

 

To be sure your shares are represented at the Annual Meeting of Stockholders, please vote by completing, dating, signing, and returning your pre-addressed postage-paid Proxy Card as soon as possible. You may also vote via the internet or by telephone. See the enclosed proxy card for more information. Any stockholder granting a proxy may revoke the same at any time prior to its exercise by executing a subsequent proxy, by written notice to the Secretary of the Company, or by attending the meeting and withdrawing the proxy. You may vote in person at the Annual Meeting of Stockholders even if you send in your Proxy Card. The ballot you submit at the meeting will supersede any prior vote.

 

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on September 9, 2025:

 

Our Annual Report on Form 10-K and this Proxy Statement are available at
www.iproxydirect.com/MXC

 

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TABLE OF CONTENTS

 

Proxy Information 4
  Solicitation of Proxy 4
Purpose of Meeting 4
  Voting Rights 4
  Access to Reports 6
  Householding 6
     
Proposal 1: Election of Directors 6
  Mexco Energy Corporation Board of Directors 6
  Director Qualifications 8
Director Compensation 8
     
Corporate Governance 9
  Code of Business Conduct 9
  Director Independence 9
  Board Leadership Structure and Board’s Role in Risk Oversight 9
  Meetings and Committees of the Board of Directors 10
Compensation Committee Interlocks and Insider Participation 11
     
Executive Officers & Compensation 11
  Named Executive Officers Who Are Not Directors 11
  Executive Compensation 11
  Compensation Discussion and Analysis 12
  Compensation Committee Report 14
  Employee Incentive Stock Plan 14
  Option Grants for Fiscal 2025 15
  Option Exercises for Fiscal 2025 15
  Outstanding Equity Awards at Fiscal Year-End 2025 15
     
Certain Relationships and Related Party Transactions 16
     
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 16
Audit Fees and Services 17
Report of the Audit Committee 17
     
Proposal 3: Advisory Vote on Executive Compensation 18
     
Security Ownership of Certain Beneficial Owners and Management 19
     
Section 16(a) Beneficial Ownership Reporting Compliance 19
     
Stockholders’ Proposals for Next Annual Meeting 19
     
Other Matters 20

 

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MEXCO ENERGY CORPORATION

415 W. Wall, Suite 475

Midland, Texas 79701

 

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday, September 9, 2025

 

PROXY INFORMATION

 

SOLICITATION OF PROXY

 

The accompanying proxy is solicited on behalf of the Board of Directors of Mexco Energy Corporation for use at the Annual Meeting of Stockholders to be held at 2:00 p.m., Central Daylight Time, on Tuesday, September 9, 2025 at the Company’s principal office located at 415 West Wall, Suite 475, Midland, Texas 79701 and at any adjournment or postponements thereof (“Annual Meeting”). In addition to the use of the mail, proxies may be solicited by personal interview via telephone by officers, directors and other employees of Mexco, who will not receive additional compensation for such services. We may also request brokerage houses, nominees, custodians, and fiduciaries to forward the soliciting material to the beneficial owners of stock held of record and will reimburse such persons for forwarding such material. We will bear the cost of this solicitation of proxies. Such costs are expected to be nominal. Proxy solicitation will commence with the distribution of this Proxy Statement on or about August 1, 2025.

 

Any stockholder giving a proxy has the power to revoke the same at any time prior to its exercise by executing a subsequent proxy, by written notice to the Secretary of the Company, or by attending the meeting and withdrawing the proxy.

 

As used in this document, “the Company”, “Mexco”, “we”, “us”, and “our” refer to Mexco Energy Corporation and its consolidated subsidiaries.

 

PURPOSE OF MEETING

 

As stated in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement, the business to be conducted and the matters to be considered and acted upon at the Annual Meeting are as follows:

 

 1.Electing Directors of the Company;
   
2.Ratifying the selection of Weaver and Tidwell, L.L.P. as Mexco’s independent registered public accounting firm for the fiscal year ending March 31, 2026;
   
4.Voting upon a non-binding advisory resolution regarding the compensation of our named executive officers as disclosed in this Proxy Statement; and
   
5.Considering all other matters as may properly come before the meeting.

 

VOTING RIGHTS

 

Right to Vote and Record Date

 

The voting securities of Mexco consist solely of common stock, par value $0.50 per share (“Common Stock”). The record date for stockholders entitled to notice of and to vote at the meeting is the close of business on July 23, 2025, at which time there were 2,046,000 shares of Common Stock entitled to vote at the meeting. Stockholders are entitled to one vote, in person or by proxy, for each share of Common Stock held in their name on the record date.

 

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Quorum

 

Stockholders representing a majority of the Common Stock outstanding and entitled to vote must be present or represented by proxy to constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is obtained.

 

Voting at the Annual Meeting

 

This Proxy Statement was sent to all stockholders of record. If your shares are registered directly in your name with Issuer Direct Corporation, you are the “stockholder of record” and may vote the shares at the annual meeting or by proxy by following the voting instructions on the enclosed proxy card. Alternatively, if your shares are held in an account at a broker, brokerage firm, bank, or other similar organization, your shares are held in “street name” and you are the “beneficial holder”. The organization holding your shares is the “stockholder of record” for the purposes of voting the shares at the annual meeting. As the beneficial owner, you have the right to direct that organization on how it should vote the shares held in your account by following the voting instructions on the enclosed proxy card.

 

Whether or not you are able to attend the meeting, we urge you to vote by proxy.

 

Vote Required

 

All proposals other than the election of directors will require the affirmative vote of a majority of the Common Stock present or represented by proxy at the meeting and entitled to vote thereon.

 

With regard to the election of directors, votes may be cast in favor of or withheld from each nominee. Votes that are withheld will be excluded entirely from the vote and will have no effect. The election of directors is a non-routine proposal, which means a broker can only vote your shares if the broker receives instructions from you. Otherwise, your shares will not be voted on this proposal. Abstentions and broker non-votes will not affect the outcome of the election of directors. Cumulative voting for directors is not authorized.

 

With regard to the proposal to ratify the appointment of Weaver and Tidwell, L.L.P., as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2026, votes may be cast “For”, “Against”, or “Abstain” for the proposal. The ratification of Weaver and Tidwell, L.L.P. is a routine proposal, which means a broker has discretion to vote your shares even if the broker does not receive voting instructions from you. An abstention will have the same effect as a vote against the proposal. Broker non-votes will not affect determining whether the selection of Weaver and Tidwell, L.L.P. has been ratified.

 

With regard to the proposal to approve a non-binding advisory resolution on the compensation of our named executive officers as disclosed in this Proxy Statement, an abstention will have the same effect as a vote against the proposal. Broker non-votes and other limited proxies will not affect the outcome of the vote with respect to such proposal. This vote is advisory in nature and will not be binding on the Company.

 

Abstentions and Broker Non-Votes

 

Abstentions and broker non-votes (shares held by brokers or nominees as to which they have no discretionary power to vote on a particular matter and have received no instructions from the beneficial owners of such shares or persons entitled to vote on the matter) will be counted for the purpose of determining whether a quorum is present. For purposes of determining the outcome of any matter to be voted upon as to which the broker has indicated on the proxy that the broker does not have discretionary authority to vote, these shares will be treated as not present at the meeting and not entitled to vote with respect to that matter, even though those shares are considered to be present at the meeting for quorum purposes and may be entitled to vote on other matters. Abstentions, on the other hand, are considered to be present at the meeting and entitled to vote on the matter from which they abstained.

 

If the enclosed Proxy is properly executed and returned prior to the Annual Meeting, the shares represented thereby will be voted on as specified therein. IF A STOCKHOLDER DOES NOT SPECIFY OTHERWISE ON THE RETURNED PROXY, THE SHARES REPRESENTED BY THE STOCKHOLDER’S PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED BELOW UNDER “PROPOSAL 1: ELECTION OF DIRECTORS”; FOR THE APPOINTMENT OF WEAVER AND TIDWELL, L.L.P. AS SET FORTH UNDER “PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”; FOR THE PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT AND AS DESCRIBED UNDER “PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION”; AND ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.

 

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ACCESS TO REPORTS

 

Stockholders may obtain a copy of the Annual Report on Form 10-K and any of the other reports filed by Mexco with the SEC, free of charge, (1) from the SEC’s website at www.sec.gov, (2) from our website at www.mexcoenergy.com, or (3) by writing to our Corporate Secretary at our principal executive offices, P.O. Box 10502, Midland, Texas 79702 or by email to mexco@sbcglobal.net.

 

HOUSEHOLDING

 

The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding.

 

As a result, if you hold your shares through a broker and you reside at an address at which two or more stockholders reside, you will likely be receiving only one annual report and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such beneficial stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, or if any such beneficial stockholder that elected to continue to receive separate annual reports or proxy statements wishes to receive a single annual report or proxy statement in the future, that stockholder should contact their broker or send a request to our Corporate Secretary at our principal executive office mailing address, P.O. Box 10502, Midland, Texas 79702, telephone number (432) 682-1119. We will deliver, promptly upon written or oral request to the Corporate Secretary, a separate copy of the 2025 Annual Report and this proxy statement to a beneficial stockholder at a shared address to which a single copy of the documents was delivered.

 

PROPOSAL 1: ELECTION OF DIRECTORS

 

At the Annual Meeting to be held on September 9, 2025, six persons are to be elected to serve on the Board of Directors (the “Board”) for a term of one year and until their successors are duly elected and qualified. All of the nominees are current directors and have announced that they are available for reelection to the Board. The Company’s nominees for the six directorships are:

Michael J. Banschbach

Kenneth L. Clayton

Thomas R. Craddick

Thomas H. Decker

Christopher M. Schroeder

Nicholas C. Taylor

 

The Board of Directors recommends that you vote FOR the election of each of the Director nominees.

 

MEXCO ENERGY CORPORATION BOARD OF DIRECTORS

 

The Board has responsibility for establishing broad corporate policies and for the overall performance and direction of the Company. The Board is elected by the stockholders to oversee their interests in the long-term health and the overall success of the Company’s business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company. Members of the Board stay informed of the Company’s business by participating in Board and committee meetings, by reviewing analyses and reports sent to them regularly, and through discussions with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

 

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The Board currently consists of one person who is an employee of the Company and five persons who are not employees of the Company (four of whom are outside directors). The Board has determined that each of the four outside directors, namely Messrs. Banschbach, Clayton, Decker, and Schroeder are independent in accordance with NYSE American rules and under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Set forth below are the names, ages, and positions of Mexco’s directors as of July 23, 2025.

 

Name   Age   Position
Michael J. Banschbach   67   Director
Kenneth L. Clayton   81   Director
Thomas R. Craddick   81   Director
Thomas H. Decker   84   Director
Christopher M. Schroeder   60   Director
Nicholas C. Taylor   87   Chairman of the Board of Directors and CEO

 

Set forth below are descriptions of the principal occupations during at least the past five years of the Company’s current directors.

 

MICHAEL J. BANSCHBACH was appointed to the Board of Directors of the Company in July 2014. Mr. Banschbach graduated from the Colorado School of Mines in 1980 with a BS degree in Chemical Engineering. Thereafter, Mr. Banschbach served with Atlantic Richfield (ARCO) for twenty years, primarily in the gas processing midstream sector, as both an engineer and a commercial representative. From 2001 until the present time, he has represented numerous independent oil and gas producing companies in negotiations with midstream companies for the connection of newly drilled wells and for the sale of their oil and gas production. He has conducted seminars describing the movement of gas from the wellhead to the burner tip and the various financial transactions that take place along the way. He also serves with various charitable organizations.

 

KENNETH L. CLAYTON was appointed to the Board of Directors of the Company in September 2011. Mr. Clayton graduated from Austin College with a Bachelor of Arts degree in Economics and from the University of Texas at Austin School of Law with a Doctor of Jurisprudence degree. Mr. Clayton also attended the Graduate School of Business at the University of Texas at Austin. Mr. Clayton is a member of the State Bar of Texas and the Houston Bar Association, and practices law in the areas of estate planning and probate. Mr. Clayton also serves as President of Fiduciary Resources Company, a company he founded in 1984 to provide business management services to individual executors of decedents’ estates and trustees of testamentary trusts. From 1970 through 1984, Mr. Clayton served as Senior Vice-President and manager of the trust division of the Capital National Bank in Houston, Texas.

 

THOMAS R. CRADDICK was elected to the Board of Directors of the Company in March 1998. Since 1968 to the present, Mr. Craddick has served as a Representative of the Texas House of Representatives. He served as Speaker of the House for six years, and throughout his tenure of 29 sessions of the Legislature, Representative Craddick has served on various committees and conferences. Mr. Craddick is the owner of Craddick Properties and owner and President of Craddick, Inc., both of which invest in oil and gas properties and real estate.

 

THOMAS H. DECKER was elected to the Board of Directors of the Company in September 2019. Mr. Decker graduated from the University of Oklahoma and served with Morgan Stanley from 2000 to 2019 as a Senior Vice President in financial advisory services. He served as a Senior Vice President of Tucker Anthony, Inc. from 1980-1992, as a Senior Vice President of Blyth Eastman Dillon, in financial advisory services from 1978 to 1980, and in various positions up to a Senior Vice President at White, Weld, Inc. from 1971 to 1978 in investment banking and advisory services. From 1973 to the present, he has served in a number of capacities with various charitable organizations. Also, Mr. Decker was a founder in 1998 of Painter Hill Venture Capital and, from 1993 to 1998, as director of Shared Technologies, Inc.

 

CHRISTOPHER M. SCHROEDER was appointed to the Board of Directors of the Company in October 2014. Mr. Schroeder graduated from the Harvard Business School with a Masters of Business Administration degree with honors. From 1988 to 1992, he served as a special assistant on the staff of Secretary of State James Baker III. In 1996, Mr. Schroeder joined The Washington Post Company and served in a variety of positions during his four-year tenure with the company, including Treasurer and Vice President of Business Development. From 1999 to 2000, Mr. Schroeder was CEO of Legi-Slate, Inc., a business-to-business internet technology firm with The Washington Post Company as its lead shareholder. From 2000 to 2005, he was the CEO and Publisher of Washingtonpost.Newsweek Interactive. In 2006, Mr. Schroeder co-founded and was CEO of HealthCentral, one of the largest online content and wellness platforms. Currently, Mr. Schroeder is an adviser to leading Silicon Valley venture capital firms. Mr. Schroeder wrote a best-selling book in 2013: “Startup Rising:  The Entrepreneurial Revolution Remaking the Middle East.” He serves on several academic and global boards, including The American University of Cairo School of Business, The American University School of International Service, and The American Council on Germany, among others.  

 

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NICHOLAS C. TAYLOR was elected Chairman of the Board and Chief Executive Officer of the Company in September 2011 and continues to serve in such capacity on a part-time basis, as required. Mr. Taylor served as Chief Executive Officer, President, and Director of the Company from 1983 to 2011. Mr. Taylor served as Treasurer until March 1999. From July 1993 to the present, Mr. Taylor has been involved in the independent practice of law and other business activities, including independent oil and gas exploration and production. For more than the prior 19 years, he was a director and shareholder of the law firm of Stubbeman, McRae, Sealy, Laughlin & Browder, Inc., Midland, Texas, and a partner of the predecessor firm. In 1995, he was appointed by the Governor of Texas to the State Securities Board through January 2001. In addition to serving as chairman for four years, he continued to serve as a member until 2004. In November 2005, he was appointed by the Speaker of the House to the Texas Ethics Commission for a term of five years, where he served until February 2010.

 

DIRECTOR QUALIFICATIONS

 

Each nominee brings a unique set of skills to the Board of Directors. The Board believes the nominees as a group have the experience and skills in areas such as the oil and gas industry, finance, risk management, and corporate governance that are necessary to effectively oversee our company. Set forth below are the conclusions reached by the Board as to why each nominee is qualified for service as a director of our company.

 

Mr. Banschbach is a Chemical Engineer and has over 40 years of experience in the oil and gas industry. Mr. Banschbach provides expertise in areas of evaluating oil and gas markets.

 

Mr. Clayton has over 50 years of banking, property management, finance, and legal experience. Mr. Clayton provides expertise in the areas of finance and management.

 

Mr. Craddick has over 55 years of experience in the oil and gas production and service industry. Mr. Craddick provides expertise in the location, acquisition, and divestiture of properties.

 

Mr. Decker has over 50 years of experience developing financial investment strategies and quantitative solutions for client investment portfolios in a variety of high-level positions across the financial industry. Mr. Decker provides expertise in the area of finance and management.

 

Mr. Schroeder is a former Chief Executive Officer of several companies in the area of technology and Treasurer and Vice President of development of a public company. Mr. Schroeder provides expertise in the areas of management, entrepreneurship, financial reporting, accounting, capital markets, internal controls, and corporate governance.

 

Mr. Taylor has been Mexco’s Chief Executive Officer for over 40 years and has over 50 years of experience practicing law. Mr. Taylor provides expertise in the areas of evaluating, acquiring, and managing oil and gas properties as well as exploration prospects.

 

DIRECTOR COMPENSATION

 

The following table sets forth the total compensation paid to or earned by each of the Company’s directors, who were not executive officers, during fiscal year 2025.

 

Director  Fees Paid in Cash(1)   Stock Option Awards(2)   All Other Compensation   Total 
Michael J. Banschbach  $6,000   $    -   $       -   $6,000 
Kenneth L. Clayton  $6,000   $-   $-   $6,000 
Thomas R. Craddick  $6,000   $-   $-   $6,000 
Thomas H. Decker  $6,000   $-   $-   $6,000 
Christopher M. Schroeder  $6,000   $-   $-   $6,000 

 

(1)Director’s fees are paid at the rate of $1,500 per director quarterly.
(2)The amounts in this column reflect the aggregate grant date fair value attributable to stock options granted in accordance with ASC 718, “Compensation - Stock Compensation” pursuant to the 2019 Employee Incentive Stock Plan. For the year ended March 31, 2025, there were no stock options granted to a director.

 

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CORPORATE GOVERNANCE

 

The Board of Directors and management are dedicated to exemplary corporate governance and high standards of conduct and ethics.

 

CODE OF BUSINESS CONDUCT

 

The Board adopted the Company’s Code of Ethics and Business Conduct (the “Code”) to inspire continuing dedication to the fundamental principles of honesty, loyalty, fairness, and forthrightness. The Code applies to all employees, including directors and executive officers. The Code can be found at www.mexcoenergy.com by clicking on “Investor Relations” then “Corporate Governance”. Shareholders may request a free printed copy of the Code by contacting our Corporate Secretary at mexco@sbcglobal.net or by calling (432) 682-1119.

 

DIRECTOR INDEPENDENCE

 

In accordance with Section 803A of the NYSE American Company Guide and under the Exchange Act, the Board must affirmatively determine the independence of each director. The Board has determined each of the following directors to be an “independent director” as such term is defined in said rules: Michael J. Banschbach, Kenneth L. Clayton, Thomas H. Decker, and Christopher M. Schroeder. In this proxy statement, these four directors are referred to individually as an “Independent Director” and collectively as the “Independent Directors.” The Board is comprised of a majority of Independent Directors, and the Audit Committee, the Compensation Committee, and the Nominating Committee are comprised entirely of Independent Directors.

 

In addition, the Board has determined that Mr. Decker, Chairman of the Audit Committee, is an “audit committee financial expert” (as that term is defined under the applicable SEC rules and regulations) based on the Board’s qualitative assessment of Mr. Decker’s level of knowledge, experience (as described above), and formal education.

 

BOARD LEADERSHIP STRUCTURE AND THE BOARD’S ROLE IN RISK OVERSIGHT

 

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board believes it is in the best interests of Mexco to make that determination based on the position and director of Mexco, and the membership of the Board. At this time, the Board believes that the best leadership model for Mexco is the unitary leadership provided by the combination of the Chairman and Chief Executive Officer positions. On September 14, 2011, the Board announced the transition of Nicholas C. Taylor from President and Chief Executive Officer to Chairman of the Board and Chief Executive Officer and the transition of Tammy L. McComic from Executive Vice President and Chief Financial Officer to President and Chief Financial Officer, effective immediately following the 2011 Annual Meeting.

 

The Board believes that Mexco will continue to benefit from Mr. Taylor’s experience and expertise in the oil and gas industry, while Ms. McComic’s duties as President and Chief Financial Officer have been expanded. Also, in his role as Chairman, Mr. Taylor continues to serve an important role in Mexco’s strategic direction.

 

We do not have a lead independent director as we believe the oversight provided by all of the Board’s independent directors and the work of the Board’s committees provide effective oversight of our strategic plans and operations.

 

Management is responsible for defining the various risks facing the company, formulating risk management policies and procedures, and managing our risk exposure. The Board’s responsibility is to monitor the Company’s risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. The Audit Committee described below is primarily responsible for monitoring management’s responsibility in the area of risk oversight. Accordingly, management regularly reports to the Audit Committee on risk management. The Audit Committee, in turn, reports on the matters discussed at the committee level to the full board. The Audit Committee and the full board focus on the material risks facing the Company to assess whether management has reasonable controls in place to address these risks.

 

9
 

 

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

 

During fiscal year ended March 31, 2025, the Board of Directors consisted of one person who is an employee of the Company and five persons who are not employees of the Company (four of whom are outside directors). The Board held four meetings, and all Directors, including the Independent Directors, attended all four meetings.

 

The Board of Directors established the following standing committees: audit, compensation, and nominating. In accordance with Section 803A of the NYSE American Company Guide and the Exchange Act, the Board must affirmatively determine the independence of each director. The Board is comprised of a majority of Independent Directors, and the Audit Committee, the Compensation Committee, and the Nominating Committee are comprised entirely of Independent Directors.

 

The table below shows the membership of each committee of the Board and the number of meetings each committee held during the fiscal year ended March 31, 2025.

 

Director  Audit   Compensation   Nominating 
Michael J. Banschbach             X  
Kenneth L. Clayton   X    Chair    Chair 
Thomas R. Craddick               
Thomas H. Decker   Chair     X    X 
Christopher M. Schroeder   X    X    X 
Nicholas C. Taylor               
2025 Meetings   4    1    1 

 

Audit Committee. The Audit Committee is a standing committee of the Board of Directors and currently consists of Messrs. Decker, Chairman, Clayton, and Schroeder, all of whom are Independent Directors. The Board of Directors has determined that Mr. Decker, Chairman of the Audit Committee, is an “audit committee financial expert” (as that term is defined under the applicable SEC rules and regulations) based on the Board’s qualitative assessment of Mr. Decker’s level of knowledge, experience (as described above), and formal education. The functions of the Audit Committee are to determine whether management has established internal controls which are sound, adequate, and working effectively; to ascertain whether Mexco’s assets are verified and safeguarded; to review and approve external audits; to review audit fees and appointment of the Company’s independent public accountants; and to review non-audit services provided by the independent public accountants. The Audit Committee held four meetings during fiscal year ended March 31, 2025. All members of the Audit Committee attended these meetings telephonically or electronically.

 

The Audit Committee operates under a written charter adopted by the Board of Directors in fiscal 2004. The charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section. The report of the Audit Committee for fiscal year 2025 is included in this proxy statement on page 17.

 

Compensation Committee. The Compensation Committee is a standing committee of the Board of Directors and currently consists of Messrs. Clayton, Chairman, Decker, and Schroeder, all of whom are Independent Directors. The primary function of the Compensation Committee is to determine compensation for the officers of Mexco that is competitive and enables us to motivate and retain the talent needed to lead and grow the business. The Board has determined that each of the current members of the Compensation Committee satisfies the standards of independence established by the NYSE listed requirements and SEC rules. The Compensation Committee held one meeting during the fiscal year ended March 31, 2025. All members of the Compensation Committee attended such meeting telephonically or electronically.

 

The Compensation Committee currently operates under a written charter adopted and approved by the Board of Directors as of June 15, 2005. The charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section. The report of the Compensation Committee for fiscal year 2025 is included in this proxy statement on page 14.

 

Nominating Committee. The Nominating Committee is a standing committee of the Board of Directors and currently consists of Messrs. Clayton, Chairman, Banschbach, Decker, and Schroeder, all of whom are Independent Directors. The Nominating Committee held one meeting during the fiscal year ended March 31, 2025, at which all members of the Nominating Committee were present. The primary function of the Nominating Committee is to determine the slate of Director nominees for election to the Company’s Board of Directors. The Company encourages a diversity of backgrounds among its members; however, it does not have a formal diversity policy with regard to the consideration of diversity in identifying director nominees. The Nominating Committee considers candidates recommended by security holders, directors, officers, and outside sources and considers criteria such as business experience, ethical standards, and personal qualifications in evaluating all such nominees. Stockholders who wish to have their nominees for election to the Board of Directors considered by the Nominating Committee may submit such nomination to the Secretary of the Company for receipt not less than 90 days prior to the date of the next Annual Meeting of stockholders and include (i) the name and address of the stockholder making the nomination, (ii) information regarding such nominee as would be required to be included in the proxy statement, (iii) a representation of the stockholder, and the stockholder’s intent to appear in person or by proxy at the meeting to propose such nomination, and (iv) the written consent of the nominee to serve as a director if so elected.

 

10
 

 

The Nominating Committee currently operates under a written charter adopted and approved by the Board of Directors as of June 15, 2005. The charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section.

 

Shareholders may request a free printed copy of any of our committee charters by contacting our Corporate Secretary at mexco@sbcglobal.net or by calling (432) 682-1119.

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

The Compensation Committee was formed as of June 15, 2005, and Messrs. Clayton, Decker, and Schroeder are current members thereof. No member of the Compensation Committee is an officer or employee of the Company. None of the Company’s executive officers served on the Board of Directors or the Compensation Committee of any other entity, for which any officers of such other entity served either on our Board of Directors or the Compensation Committee. The Compensation Committee makes recommendations regarding compensation, subject to approval of the entire Board of Directors.

 

EXECUTIVE OFFICERS & COMPENSATION

 

NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

 

The Board of Directors elects executive officers annually. Executive officers hold office until their successors are elected and have qualified. Set forth below is biographical information concerning the executive officers of Mexco. These individuals, along with Nicholas C. Taylor, are referred to collectively in this Proxy Statement as the “Named Executive Officers”. Biographical information concerning Mr. Taylor is set forth above under the caption “Mexco Energy Corporation Board of Directors.”

 

TAMMY L. MCCOMIC, age 56, joined the Company in 2001 and was elected President and Chief Financial Officer in September 2011. She served the Company as Executive Vice President and Chief Financial Officer from 2009 to 2011 and as Vice President and Chief Financial Officer from 2003 to 2009. Prior thereto, Ms. McComic served as Controller, Treasurer, and Assistant Secretary. Ms. McComic is a Certified Public Accountant.

 

DONNA GAIL YANKO, age 80, has served as Vice President part-time since 1990. She also served as Corporate Secretary of the Company from 1992 to 2021 and from 1986 to 1992 was Assistant Secretary. From 1986 to 2015, on a part-time basis, she assisted the Chairman of the Company in his personal business activities. Ms. Yanko also served as a director of the Company from 1990 to 2008.

 

STACY D. HARDIN, age 60, joined the Company in 2006 and was elected Corporate Secretary of the Company in September 2021. She has also served the Company as Assistant Treasurer of the Company since 2010 and from 2006 to 2021 was Assistant Secretary. Prior thereto, Ms. Hardin served as Assistant Controller.

 

EXECUTIVE COMPENSATION

 

The compensation paid to the Named Executive Officers generally consists of base salaries, annual incentive bonus payments, and awards under the Stock Plans. The following table summarizes the total compensation awarded to, earned by, or paid to the Named Executive Officers during fiscal years 2025, 2024, and 2023.

 

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Summary Compensation Table

 

Name and Principal Position  Year  Salary (3)   Bonus   Option Awards (1)   All Other Compensation   Total 
Nicholas C. Taylor(2)  2025  $      -   $       -   $     -   $          -   $- 
Chairman & CEO  2024  $-   $-   $-   $-   $- 
   2023  $-   $-   $-   $-   $- 
                             
Tamala L. McComic  2025  $235,442   $57,750   $-   $-   $293,192 
President, CFO, Treasurer  2024  $235,997   $57,750   $218,250   $-   $511,997 
& Assistant Secretary  2023  $224,445   $55,000   $311,000   $-   $590,445 
                             
Donna Gail Yanko  2025  $1,200   $-   $-   $-   $1,200 
Vice President  2024  $1,200   $-   $-   $-   $1,200 
   2023  $1,200   $-   $-   $-   $1,200 
                             
Stacy D. Hardin  2025  $76,800   $12,000   $-   $-   $88,800 
Secretary & Assistant Treasurer  2024  $76,800   $12,000   $48,015   $-   $136,815 
   2023  $72,621   $11,000   $62,200   $-   $145,821 

 

(1)The amounts in this column reflect the aggregate grant date fair value attributable to stock options granted in accordance with ASC 718, “Compensation - Stock Compensation” pursuant to the 2019 Employee Incentive Stock Plan.
(2)

Mr. Taylor waived his director’s fee for fiscal 2025, 2024, and 2023. The sole compensation to be received by the Chairman and CEO of the Company for such period consists of the waived director’s fees.

(3)

Salary amounts for Ms. McComic and Ms. Hardin include accrued vacation not taken and sold back to the Company as follows: fiscal 2025 includes $4,442 for Ms. McComic; fiscal 2024 includes $4,997 for Ms. McComic; and, fiscal 2023 includes $6,435 for Ms. McComic.

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Overview of Compensation Program

 

The Compensation Committee of the Board of Directors has responsibility for establishing, implementing and monitoring adherence to our compensation philosophy. The Compensation Committee seeks to provide total compensation paid to our executive officers that is fair, reasonable, and competitive.

 

In this compensation discussion and analysis, the “Named Executive Officers” are as follows:

 

Nicholas C. Taylor   Chairman of the Board, Chief Executive Officer
Tamala L. McComic   President, Chief Financial Officer, Treasurer, Assistant Secretary
Donna Gail Yanko   Vice President
Stacy D. Hardin   Secretary and Assistant Treasurer

 

Compensation Philosophy and Objectives

 

The Compensation Committee believes that compensation for executive officers must be competitive to enable the Company to motivate and retain the talent needed to lead and grow the Company, reward successful performance and closely align the interests of our executives with the Company. The ultimate objective of our compensation program is to improve stockholder value.

 

In setting compensation levels, the Compensation Committee evaluates both performance and overall compensation. The review of executive officers’ performance includes a mix of financial and non-financial measures. In addition to business results, employees are expected to uphold a commitment to integrity, maximize the development of each individual and continue to improve the environmental quality of the Company’s operations.

 

In order to continue to attract and retain the best employees, the Compensation Committee believes the executive compensation packages provided to the Named Executive Officers should include both cash and stock-based compensation.

 

The Compensation Committee has not retained a compensation consultant to review the compensation practices of the Company’s peers or to advise the Compensation Committee on compensation matters.

 

12
 

 

Competitive Considerations

 

We believe the competition for talented employees includes oil and gas exploration and development companies and oilfield service companies. Many of the companies with whom we compete for top-level talent are larger and have more financial resources than we do. Both our Compensation Committee and CEO consider known information regarding the compensation practices of likely competitors when reviewing and setting the compensation of the Named Executive Officers.

 

Compensation Policies and Practices and Risk Mitigation

 

The Compensation Committee periodically reviews the Company’s compensation policies and practices to ensure that they do not encourage excessive risk-taking. The Company believes that its compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

 

Role of Chief Executive Officer in Compensation Decisions

 

On an annual basis, our CEO reviews the performance of each of the other Named Executive Officers and, based on this review, makes recommendations to the Compensation Committee with respect to the compensation of the Named Executive Officers. The CEO considers internal pay equity issues, individual contribution and performance, competitive pressures, and company performance in making his recommendations to the Compensation Committee. The Compensation Committee may accept or adjust such recommendations.

 

Establishing Executive Compensation

 

Consistent with our compensation objectives, the Compensation Committee has structured our annual and long-term incentive-based executive compensation to attract and retain the best talent, reward financial success, and closely align executives’ interests with the Company’s interests. In setting the compensation, the Compensation Committee reviews total direct compensation for the Named Executive Officers, which includes salary, annual cash incentives, and long-term equity incentives. The appropriate level and mix of incentive compensation is not based upon a formula, but is a subjective determination made by the Compensation Committee.

 

We do not have a policy of stock ownership requirements. In addition, we do not have any employment contracts or change of control agreements, although equity issued pursuant to our Stock Plan is subject to accelerated vesting as described below in “Potential Payments Upon a Change of Control or Termination”.

 

The Compensation Committee reviews compensation matters and usually performs its annual review of officer salaries during the first quarter of each fiscal year.

 

Elements of Compensation

 

Element   Form of Compensation   Purpose
Base Salary   Cash   Provide competitive, fixed compensation to attract and retain executive talent.
         
Short-Term Incentive   Cash Bonus   Create a strong financial incentive for achieving financial success and for the competitive retention of executives.
         
Long-Term Incentive   Stock Options and Restricted Stock Grants   Provide incentives to strengthen alignment of executive team interests with Company interests, reward long-term achievement, and promote executive retention.
         
Insurance Benefits   Eligibility to participate in the plan is available to our full time employees, including major medical, dental, life, and short-term disability plans.   Plan is part of employee benefit.

 

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Insurance Benefits, Defined Benefit Plans and Other Arrangements

 

We offer an insurance package to all eligible employees that includes major medical, dental, and life insurance. The life insurance benefit provides for a maximum term payout of $30,000. This package also provides for a short-term disability benefit with a maximum payout of $200 per week for a term of up to 13 weeks.

 

Long-term incentive compensation for executive officers consists of only the current Employee Incentive Stock Plan. The Company does not have a retirement or pension plan.

 

Potential Payments Upon a Change in Control or Termination

 

The Company does not have any employment contracts or change of control agreements. However, in the event of a change of control of the Company or termination under certain circumstances, awards granted under the Stock Plan shall become immediately vested and fully exercisable and shall remain exercisable until the expiration of the award or in the event the participant should die before the expiration of the term of the award until the earlier of the expiration of the term of the award or two years following the date of the participant’s death. Upon termination of employment, stock options held may be exercised to the extent such option was exercisable or on such accelerated basis as the Compensation Committee may determine.

 

If a change in control or termination of employment as described above were to have occurred as of March 31, 2025, 45,375 stock options held by our Named Executive Officers would have automatically vested.

 

COMPENSATION COMMITTEE REPORT

 

To the Stockholders of Mexco Energy Corporation:

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis above with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

July 23, 2025   Compensation Committee
    Kenneth L. Clayton, Chairman
    Thomas H. Decker
    Christopher M. Schroeder

 

EMPLOYEE INCENTIVE STOCK PLANS

 

The Company has two equity compensation plans: the 2009 Employee Incentive Stock Plan (the “2009 Plan”) and the 2019 Employee Incentive Stock Plan (the “2019 Plan”) (collectively, the “Stock Plans”).

 

The 2009 Plan provided for the award of stock up to 200,000 shares and includes option awards as well as stock awards. Option awards were granted with restrictions, including payment for the shares and employment of not less than four years from the date of the award. Stock awards were granted without restrictions and without payment by the recipient. Although shares are remaining unissued under the 2009 Plan, those unawarded shares are no longer available with the adoption of the 2019 Plan.

 

The 2019 Plan replaced the 2009 Plan. See information regarding material features of the 2019 Plan in Note 10, Stock-based Compensation, to the Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on June 27, 2025.

 

The Company does not have any employment contracts or change of control agreements. However, the Stock Plan does permit accelerated vesting of stock awards as described above in “Potential Payments Upon a Change of Control or Termination”.

 

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The following table summarizes certain information, as of March 31, 2025, relating to the Company’s Stock Plans. The Stock Plans were approved by the Stockholders.

 

   Number of Shares Authorized for Issuance under Plan   Number of Shares to be Issued upon Exercise of Outstanding Options   Weighted Average Exercise Price of Outstanding Options   Number of Shares Remaining Available for Future Issuance under Plan 
2009 Plan   200,000    

35,000

   $4.84    - 
2019 Plan   200,000    115,883   $10.93    68,500 

 

OPTION GRANTS FOR FISCAL 2025

 

There were no options granted during fiscal 2025.

 

OPTION EXERCISES FOR FISCAL 2025

 

The following table provides information with respect to the options exercised by our Named Executive Officers and directors during fiscal 2025:

 

Name  Number of Option Awards Acquired on Exercise   Value Realized Upon Exercise (1) 
Tamala L. McComic   10,619   $76,310 
Stacy D. Hardin   1,748   $16,007 

 

(1)The realized value is based on the difference between the market value of the shares purchased on the date of exercise and the option exercise price multiplied by the number of shares covered by the exercised option.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

 

The following table sets forth certain information with respect to the vested and unvested stock options held at March 31, 2025, by each of the Named Executive Officers and the Company’s current directors.

 

Name  # of Shares of Unexercised Options Vested  

# of Shares of Unexercised Options

Not Vested

  

Option Exercise Price

($/sh)

   Option Expiration Date 
Nicholas C. Taylor (1)   -    -   $-    - 
                     
Tamala L. McComic   25,000    -   $4.84    09/11/2028 
    23,528    -   $3.34    03/04/2030 
    18,603    6,250   $8.51    07/25/2031 
    12,500    12,500   $18.05    08/22/2032 
    6,250    18,750   $12.68    04/12/2033 
                     
Donna Gail Yanko (1)   -    -   $-    - 
                     
Stacy D. Hardin   2,149    -   $3.34    03/04/2030 
    3,603    1,250   $8.51    07/25/2031 
    2,500    2,500   $18.05    08/22/2032 
    1,375    4,125   $12.68    04/12/2033 
                     
Michael J. Banschbach (1)   -    -   $-    - 
                     
Kenneth L. Clayton (1)   -    -   $-    - 
                     
Thomas R. Craddick (1)   -    -   $-    - 
                     
Thomas H. Decker   -    -   $-    - 
                     
Christopher M. Schroeder   10,000    -   $4.84    09/11/2028 

 

(1)At March 31, 2025, Mr. Taylor, Ms. Yanko, Mr. Banschbach, Mr. Clayton, Mr. Craddick, and Mr. Decker did not hold any options to purchase shares of the Company’s Common Stock.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

Transactions with related persons are reviewed, approved, or ratified in accordance with the policies and procedures set forth in the Company’s Code of Ethics and Business Conduct. The Audit Committee, pursuant to the Audit Committee Charter, has the responsibility to review, assess, and approve or disapprove conflicts of interest and related-party transactions to ensure compliance with the Code.

 

The Code provides that directors, officers, and employees must avoid situations that involve, or could appear to involve, “conflicts of interest” with regard to the Company’s interest. Exceptions may only be made after review of fully disclosed information and approval of specific or general categories by senior management (in the case of employees) or the Board of Directors (in the case of officers or directors). Any employee, officer, or director who becomes aware of a conflict or potential conflict of interest should bring the matter to the attention of appropriate personnel. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. Conflicts of interest generally interfere with the person’s effective and objective performance of his or her duties or responsibilities to the Company. The Code sets forth several examples of how conflicts of interest may arise, including when a director, officer or employee or members of their immediate family, receive improper personal benefits because of their position with the Company; the Company gives loans to, or guarantees of obligations of directors, officers, employees or their immediate family members; or the director, officer, employee or their immediate family members use Company property or confidential information for personal use.

 

Each year, we require all our directors, nominees for director and executive officers to complete and sign a questionnaire in connection with the solicitation of proxies for use at the Annual Meeting. The purpose of the questionnaire is to obtain information, including information regarding transactions with related persons, for inclusion in our Proxy Statement or Annual Report.

 

In addition, we annually review SEC filings made by beneficial owners of more than five percent of any class of our voting securities to determine whether information relating to transactions with such persons needs to be included in our Proxy Statement or Annual Report.

 

Based on these reviews, the Company discloses the following transaction: Our principal shareholder and Chief Executive Officer, Nicholas C. Taylor, shares office expenditures with Mexco as disclosed in Note 11, Related Party Transactions, to the Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on June 27, 2025.

 

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee has selected and the Board of Directors has approved Weaver and Tidwell, L.L.P. (“Weaver”) for appointment as our independent registered public accounting firm for the fiscal year ending March 31, 2026, subject to ratification by the stockholders.

 

Neither the Company’s bylaws nor other governing documents or law requires shareholder ratification of the selection of Weaver as the Company’s independent registered public accounting firm; however, the Company is submitting the selection of Weaver to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

 

Weaver served as the independent registered public accountants for the Company for the fiscal year ended March 31, 2025. A representative of Weaver may or may not be present at the Annual Meeting, but will be available by telephone and have an opportunity to make a statement if they desire to do so and respond to appropriate questions.

 

The Company asks that you ratify the appointment of Weaver and Tidwell, L.L.P., as the Company’s independent registered public accounting firm for the year ending March 31, 2026.

 

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AUDIT FEES AND SERVICES

 

The table below sets forth the aggregate fees billed by Weaver and Tidwell L.L.P., the Company’s independent registered public accounting firm, for fiscal 2025 and fiscal 2024:

 

   2025   2024 
Audit fees (1)  $

151,463

   $

138,395

 
Audit related fees  $-   $- 
Tax service fees (2)  $28,655   $29,441 
All other fees  $-   $- 
Total  $180,118   $167,836 

 

(1)Audit fees consist of professional services rendered for the audit of the Company’s annual consolidated financial statements included in its Annual Report on Form 10-K, review of the Company’s quarterly financial statement included in its Quarterly Reports on Form 10-Q and review of the Company’s other filings with the SEC, including consents and other research work necessary to comply with generally accepted auditing standards for the years ended March 31, 2025 and 2024.
(2)Tax fees are for professional services rendered in connection with tax return preparation and consultation on tax matters.

 

The Audit Committee’s policy on pre-approval of audit and audit-related fees requires the Chairman of the Audit Committee to sign all engagement letters of the principal independent accountant prior to commencement of any audit and non-audit services. All fees paid in fiscal 2025 and 2024 were approved in accordance with these procedures. All of the work performed in auditing the Company’s consolidated financial statements during the last two fiscal years was performed by the full-time, permanent employees of the respective independent registered public accounting firm. The Audit Committee considers whether the services provided for non-audit services are compatible with maintaining Weaver’s independence, and has concluded that the provision of such services by Weaver was compatible with the maintenance of its independence in the conduct of its auditing functions.

 

REPORT OF THE AUDIT COMMITTEE

 

To the Stockholders of Mexco Energy Corporation:

 

It is the responsibility of the members of the Audit Committee to contribute to the reliability of the Company’s financial statements. In keeping with this goal, the Board of Directors adopted a written charter, which is posted on the Company’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section. The Audit Committee is satisfied with the adequacy of the charter based upon its evaluation of the charter during fiscal 2025. The Audit Committee met four times during fiscal 2025. The members of the Audit Committee are independent directors.

 

The Audit Committee oversees the Company’s financial reporting process on behalf of the entire Board of Directors. Management has the primary responsibility for the Company’s financial statements and the reporting process, including the systems of internal controls. The primary responsibilities of the Audit Committee are to select and retain the Company’s auditors (including review and approval of the terms of engagement and fees), to review with the auditors the Company’s financial reports (and other financial information) provided to the SEC and the investing public, to prepare and publish this report and to assist the Board of Directors with oversight of integrity of the Company’s financial statements; compliance by the Company with standards of business ethics and legal and regulatory requirements; qualifications and independence of the Company’s independent auditors; and performance of the Company’s independent auditors.

 

The Audit Committee does not provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.

 

In the performance of its oversight function, the Audit Committee has reviewed and discussed the Company’s quarterly and audited financial statements, including the quality of accounting principles, with management and the independent accountants. The Audit Committee also discussed with the independent auditors the matters required to be discussed by Rules on Auditing Standards No. 16, Communications with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). Additionally, the Audit Committee has received the written disclosures and the letter from the Company’s independent accountants required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Company’s independent auditors the independent auditor’s independence.

 

17
 

 

Based on reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements for fiscal 2025 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC.

 

July 23, 2025   Audit Committee
    Thomas H. Decker, Chairman
    Kenneth L. Clayton
    Christopher M. Schroeder

 

The Board of Directors recommends that you vote FOR the appointment of WEAVER AND TIDWELL, L.L.P. as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2026.

 

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

This advisory vote on executive compensation, referred to as the “say-on-pay” vote, gives shareholders the opportunity to express their views on our Named Executive Officers’ compensation, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. Shareholders may vote for or against the approval of the Company’s executive compensation, or they may abstain from voting on this proposal.

 

As described in detail in our Compensation Discussion and Analysis beginning on page 12, the primary objectives in designing our executive compensation program are to attract, retain, and motivate the talent needed to lead and grow the Company, reward successful performance, and more closely align executives’ interests with those of the Company and its shareholders. The ultimate objective of our compensation program is to improve the intrinsic value of the Company and long-term shareholder value.

 

We encourage you to review the compensation tables and the narrative disclosures on compensation in this proxy statement. The Compensation Committee and the Board of Directors believe that our executive compensation program is effective in implementing our compensation philosophy and in achieving its goals.

 

The Company requests shareholder approval of the compensation of the Company’s Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies, and practices described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following non-binding resolution at the Annual Meeting:

 

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Proxy Statement of the Company for the 2025 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

 

While your vote on this proposal is advisory and will not be binding on the Company, the Board of Directors or the Compensation Committee, we value the opinion of our shareholders and will take the results of this advisory vote into account when making future decisions regarding our executive compensation program.

 

Our Board of Directors unanimously recommends that you vote FOR the resolution, on an advisory basis, approving the executive compensation of the Named Executive Officers.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock, as of July 23, 2025, by each of the Company’s directors and executive officers, by all executive officers and directors of the Company as a group, and by each person known to the Company to be the beneficial owner of more than 5% of any class of the Company’s outstanding Common Stock.

 

   Number of Shares (1)   Percent of Class (2) 
SECURITY OWNERSHIP OF 5% HOLDERS:          
Howard Cox, 15 Congress Street, Mailstop B-6, Boston, MA 02109   202,400    9.89%
           
SECURITY OWNERSHIP OF MANAGEMENT:          
Michael J. Banschbach   -    - 
Kenneth L. Clayton   13,000    * 
Thomas R. Craddick   10,000    * 
Thomas H. Decker (3)   33,573    1.64%
Stacy D. Hardin   14,702    * 
Tamala L. McComic   107,318    4.99%
Christopher M. Schroeder   10,000    * 
Nicholas C. Taylor   944,000    46.14%
Donna Gail Yanko   -    - 
Officers and directors as a group (9 persons)   1,132,593    55.09%

 

* Indicates less than 1% of the outstanding shares of the Company’s Common Stock.

 

(1)Included in the number of shares of Common Stock Beneficially Owned are shares that such persons have the right to acquire within 60 days of the record date, July 23, 2025, pursuant to options to purchase such Common Stock (Ms. Hardin, 13,502; Ms. McComic, 104,631; and Mr. Schroeder, 10,000).
(2)Securities not outstanding, but included in the beneficial ownership of each such person, are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.
(3)Includes shares beneficially owned as follows: Mr. Decker’s spouse – 10,173.

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act requires the Company’s directors and officers and persons who own more than 10 percent of the Company’s outstanding Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock held by such persons. These persons are also required to furnish the Company with copies of all forms they file under this regulation. Based on our records and other information, the Company believes that during the fiscal year ended March 31, 2025, all applicable Section 16(a) filing requirements were met.

 

STOCKHOLDERS’ PROPOSALS FOR THE NEXT ANNUAL MEETING

 

The next Annual Meeting of the Company’s stockholders is scheduled to be held on September 8, 2026. Appropriate proposals of stockholders intended to be presented at the 2026 Annual Meeting must be received by the Secretary of the Company at the Company’s offices at 415 West Wall, Suite 475, Midland, Texas 79701, by March 31, 2026 to be considered by the Board of Directors for inclusion in the proxy solicitation materials for the 2026 Annual Meeting.

 

In addition, the Company’s policy has established advance notice procedures for shareholders’ proposals not included in the Company’s proxy statement to be brought before an Annual Meeting. In general, the Secretary of the Company must receive notice of any such proposal not less than 80 days prior to the date of the Annual Meeting (in the case of the next Annual Meeting, on or prior to June 20, 2026) at the address of the Company’s principal executive offices above. Such notice must include the information that would be required to be included in the proxy statement filed pursuant to the rules of the SEC had the proposal been made by the Board of Directors.

 

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OTHER MATTERS

 

We know of no other business which will be presented at the Annual Meeting other than as explained herein. Our Board of Directors has approved a process for collecting, organizing and delivering all stockholder communications to each of its members. To contact all directors on the Board, all directors on a Board committee, or an individual member or members of the Board of Directors, a stockholder may mail a written communication to: Mexco Energy Corporation, Attention: Corporate Secretary, P.O. Box 10502, Midland, Texas 79702. All communications received in the mail will be opened by the Company’s Corporate Secretary for the purpose of determining whether the contents represent a message to the Board of Directors. The contents of stockholder communications to the Board of Directors will be promptly relayed to the appropriate members. The Company encourages all members of the Board of Directors to attend the Annual Meeting of stockholders, although we have no formal policy requiring attendance.

 

On June 27, 2025, we filed with the SEC an Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The Annual Report on Form 10-K has been provided concurrently with this Proxy Statement to all stockholders entitled to notice of, and to vote at, the Annual Meeting.

 

You can learn more about the Company and our operations by visiting our website at www.mexcoenergy.com. Our website contains information concerning our business, recent news releases, and other filings with the SEC; our Code of Business Conduct and Ethics; the charters of the Audit Committee, Compensation Committee, and Nominating Committee; and information concerning our Board of Directors and stockholder relations.

 

  BY ORDER OF THE BOARD OF DIRECTORS
   
   
  Stacy D. Hardin, Secretary

 

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FAQ

How much capital can Sadot Group (SDOT) legally raise under this prospectus?

Under Form S-3 Instruction I.B.6, Sadot can sell up to roughly $3.98 million of equity during any 12-month period because its public float is below $75 million.

What will Sadot Group use the offering proceeds for?

Net proceeds are earmarked for general corporate purposes and about $1.156 million in debt repayments, including payments on the October 2024 Note, December 2024 Notes and a promissory note owed to the CFO.

How many shares are currently outstanding and what is the potential dilution?

Before the offering Sadot has 7.36 million shares outstanding. Options, warrants and convertible notes could add ≈5 million shares plus any new shares issued in this offering and placement-agent warrants.

What changes were made to existing convertible notes?

Maturities were pushed to 31-Dec-25; conversion prices reset to the new offering price; and holders agreed to monthly cash repayments and a 90-day lock-up.

Why did Sadot acquire PT Green shares for $13.4 million?

The PT Green stake expands Sadot’s agri-food supply-chain footprint in Indonesia, aligning with its strategic shift away from restaurant operations.
Mexco Energy Cor

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16.49M
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Oil & Gas E&P
Crude Petroleum & Natural Gas
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United States
MIDLAND