See “—Outstanding Equity Awards at Fiscal Year-End,” for a discussion of the vesting and exercisability terms of options referenced above.

Mr. Berlin was employed in 2014 on an at-will basis.

Mr. Eilam also was employed during 2014 and continues to be employed on an at-will basis pursuant to the employment agreement approved by the Board of Directors and Compensation Committee on August 21, 2013.  Under the employment agreement, Mr. Eilam will receive an annual base salary of $275,000 and will be eligible for an annual performance-based bonus in the discretion of the Company’s Compensation Committee.  For fiscal year 2014, Mr. Eilam earned a bonus of $75,000 which was subject to the discretion of our Board and its Compensation Committee based on Mr. Eilam’s overall performance during 2014. For 2013, Mr. Eilam’s bonus was subject to the successful attainment of three milestones, with one-third of the bonus awarded for each milestone achieved. The milestones were related to the product releases of our hopTo product, user base size of hopTo and modified EBITDA. At the discretion of our Board and its Compensation Committee, the actual bonus, if any, may be increased or decreased based on over or under achievement of the applicable milestone.

Mr. Eilam had previously been granted 1,600,000 restricted shares of the Company’s common stock and stock options to acquire 2,000,000 shares of the Company’s common stock.  The restricted shares are scheduled to vest over a period of 33 months.  Fifty percent (50%) of the stock options are scheduled to vest over a period of 33 months and the remaining stock options are scheduled to vest and become exercisable upon the satisfaction of specified performance goals over a period of three fiscal years.  The employment agreement modified the vesting provisions of the restricted shares and stock options, which previously accelerated only in connection with a termination without cause and only in certain specified change of control situations.  Pursuant to the employment agreement, if Mr. Eilam’s employment is terminated as a result of death or disability, by the Company without cause, or by Mr. Eilam for good reason, or following a change of control, then all of Mr. Eilam’s unvested restricted shares and stock options shall immediately vest.

Mr. Eilam is an at-will employee, however in the event that Mr. Eilam’s employment is terminated by the Company without cause, or Mr. Eilam terminates his employment for good reason or following a change in control, then, in addition to the vesting of Mr. Eilam’s unvested restricted shares and stock options as noted above, Mr. Eilam shall receive his base salary for a period of 12 months and shall also receive payment or reimbursement for a period of 12 months of the full cost to Mr. Eilam of any Company provided health insurance that Mr. Eilam elects to obtain for Mr. Eilam and any of his eligible dependents.  As a condition to Mr. Eilam receiving such payments, Mr. Eilam will have to execute and deliver to the Company a general release.

At all times that Mr. Eilam is an employee of the Company, the Company, at its own expense, shall provide life insurance on Mr. Eilam’s life with a death benefit in an amount not less than $1,000,000 and shall also maintain long-term disability insurance on Mr. Eilam.

In the event that Mr. Eilam’s employment is terminated by the Company for cause, or by Mr. Eilam without good reason, then Mr. Eilam shall receive only his compensation and benefits earned and paid time off accrued through his termination date.

The new employment agreement supersedes the Company Key Employee Severance Plan unless Mr. Eilam’s employment is terminated under circumstances that would entitle him to receive salary continuation and Company subsidized health care for a period of twelve months or more following termination under the Company Key Employee Severance Plan.

Mr. Casabonne has been employed since May, 2014 and continues to be employed on an at-will basis. Mr.Casabonne will receive an annual base salary of $225,000 and is eligible for an annual performance-based bonus up to 30% of his annual base salary that is based on goals and achievements mutually set by Mr. Casabonne and management. In 2014, Mr. Casabonne was awarded equity compensation equivalent to 1,000,000 shares of hopTo Inc. common stock.

Outstanding Equity Awards at Fiscal Year-End

Compensation of Directors

During the fiscal years ended December 31, 2014 and 2013, our non-employee directors were eligible to be compensated at the rate of $1,000 for attendance at each meeting of our Board, $500 if their attendance was via telephone, $500 for attendance at each meeting of a Board committee, and a $1,500 quarterly retainer.

Should any director’s service cease prior to full vesting of his options, we have the right to repurchase any shares issued upon exercise of options not vested.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2014, the Compensation Committee was comprised of Michael A. Brochu and John Cronin, each of whom is a non-employee director. See “Corporate Governance–Related-Party Transactions–John Cronin” for a summary of transactions with entities controlled by Mr. Cronin.

REPORT OF AUDIT COMMITTEE

The functions of our Audit Committee are focused on three areas:

We operate under a written charter, which has been approved by the Board. The Company has made the Audit Committee charter available on its website at www.hopTo.com/investors/corp-governace.

We meet with management periodically to consider the adequacy of the Company’s internal controls and the objectivity of the Company’s financial reporting. We discuss these matters with the Company’s independent registered public accounting firm and with appropriate financial personnel. We periodically (at least annually) meet privately with both the independent registered public accounting firm and the Company’s financial personnel, each of whom has unrestricted access to us. We also appoint the independent registered public accounting firm and review their performance and independence from management. In addition, we review the Company’s financing plans.

Management is responsible for the financial reporting process, including the system of internal control, and the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. Our responsibility is to monitor and review these processes. However, we are not professionally engaged in the practice of accounting or auditing and are not experts in the fields of accounting or auditing, including with respect to auditor independence. We rely on, without independent verification, the information provided to us and on the representations made by management and the independent registered public accounting firm.

In this context, we held four meetings during 2014. The meetings were designed, among other things, to facilitate and encourage communication among us, management, the internal accountants and the Company’s independent registered public accounting firm for fiscal year 2014, Macias Gini & O’Connell LLP (“MGO”). We discussed with MGO the overall scope and plans for their audit. We also met with MGO, with and without management present, to discuss the results of their audit and quarterly reviews and the Company’s internal controls. We reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2014 with management and MGO.

We also discussed with MGO matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by Statement on Auditing Standards No. 16,Communications with Audit Committees(AS 16), as adopted by the Public Company Accounting Oversight Board.

We have received the written disclosures and the letter from MGO required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with us concerning independence, and we discussed with MGO their independence from the Company. When considering MGO’s independence, we considered whether their provision of services to us beyond those rendered in connection with their audit and review of the Company’s consolidated financial statements was compatible with maintaining their independence. We also reviewed, among other things, the amount of fees paid to MGO for audit and non-audit services (primarily tax services).

Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee charter, we recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2013 be included in the Company’s annual report on Form 10-K for filing with the Securities and Exchange Commission.

The members of the Audit committee as of the filing of our annual report on Form 10-K, as amended by Amendment No. 1, for the fiscal year ended December 31, 2014 include Sam Auriemma, Jeremy E. Verba and Ashfaq A. Munshi.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forthRecord Date, certain information regarding the beneficial ownership of our common stock by:

Except as ofindicated in the footnotes to this table and under applicable community property laws, to our Record Date of August 19, 2015, by (i) each of our directors and nominees; (ii) each person known by us to beneficially own 5% or more of our common stock (based upon review ofknowledge, the most recent Schedule 13D and 13G filings as of August 19, 2015); (iii) each executive officerpersons named in the summary compensation table;table have sole voting and (iv)investment power with respect to all directorsshares of common stock. For the purposes of calculating percent ownership, as of the Record Date, approximately 18,735,824 shares of common stock were issued and executive officersoutstanding, and, for any individual who beneficially owns shares represented by options exercisable within sixty days of the Record Date, these shares are treated as a group. if outstanding for that person, but not for any other person.

Unless otherwise indicated, the address forof each ofbeneficial owner listed in the following stockholderstable below is c/o hopToHopTo, Inc., 1919 S. Bascom Avenue,6 Loudon Road, Suite 600, Campbell, CA 95008.200, Concord NH 03301.

* Less than 1%.

** Mr. Dixon’s employment with the Company ended on August 5, 2014.

PROPOSALS TO BE VOTED ON

Proposals 1, 2, 3 and 4 are included in this proxy statement at the direction of our Board. Our Board recommends that you vote “FOR” each nominee in Proposal 1 and “FOR” each of Proposals 2, 3 and 4.

COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACTProposal 1: Election of Directors

Section 16(a)Our Board currently has four members. Directors are elected at each annual stockholders’ meeting for terms expiring at the next annual stockholders’ meeting. Our Board has nominated the following four individuals for election as directors, all of whom currently are members of our Board:

Since September 2018, our Board has managed its affairs as a whole and, given the scope of our business and the size of our Board, has not found it necessary to subdivide into committees. We intend to reconstitute the audit committee and compensation committee when the complexity of our business or legal or listing rules require such committees.

Properly executed proxies will be voted for these four nominees, unless other instructions are specified. If any nominee should become unavailable to serve, the proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce the authorized number of directors. In no event may the proxies be voted for more than four nominees. Election of directors requires the receipt of “FOR” votes constituting a plurality of the Securities Exchange Act of 1934 requires our officers and directors, as well as those persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership withvotes cast for each nominee at the SEC. These persons are required by SEC rule to furnish us with copies of all Section 16(a) forms they file.Annual Meeting, assuming a quorum is present.

Except as noted below, based solely on a review of copies of reports filed withOur Board determined that each Messrs. Stewart, Casabonne and Chernicoff is an independent director. Our Board determines the SEC and submitted to us and on written representations by certainindependence of our directors by applying independence principles and standards established by Nasdaq. Based on these standards, our Board has determined that Mr. Skeels is not independent due to his position as our Chief Executive Officer and interim Chief Financial Officer. However, our Board has determined that Mr. Casabonne is independent, despite the fact that he was an officer of the Corporation within the past three years, because he ceased being an officer as of September 6, 2018, in 2018 his total compensation from the Corporation was less than $120,000, he has no relationship to our auditors. We have never employed or compensated any of his family members or their affiliates.

Information about the Director Nominees

Biographical information regarding each director nominee and his qualifications to serve as a director is set forth below. The year shown as election as a director is the year that the director was first elected as one of our directors. Unless otherwise indicated, each director has held his principal occupation or other positions with the same or predecessor organizations for at least the last five years. There are currently no family relationships among any of the Corporation’s director nominees or executive officers. None of our director nominees, directors or executive officers we believe that allhave been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Jonathon R. Skeels has been Chief Executive Officer, Interim Chief Financial Officer and a member of our Board since September 2018. Mr. Skeels is the Founder and Managing Partner of Novelty Capital, LLC, a private investment firm. From September 2012 to June 2014, Mr. Skeels held various executive roles at IP Navigation Group, LLC a leading intellectual property monetization firm. From May 2005 to August 2012, LLC, Mr. Skeels was Vice President and Senior Research Analyst of Davenport & Company, LLC, a financial services firm where he was responsible for investments in publicly-traded technology companies. Mr. Skeels holds a BS from American University in Washington, DC.

Mr. Skeels brings to the Corporation experience in management and operations of our business, investing in technology companies, finance and capital markets. Mr. Skeels, together with his affiliates, owns approximately 45.0% of our stock.

Thomas C. Stewart has been a member of our Board since September 2018. Mr. Stewart has been the Chief Financial Officer and member of the board of directors at Control Plane Corp since October 2019. Mr. Stewart previously served as Chief Financial Officer and a member of the board of directors at SecurAuth Corporation from May 2007 to September 2017. Mr. Stewart previously held various executive officers compliedroles at Intel Corporation including Finance Manager Information Technology, 2000-2004 and Marketing Director, EMEA 2004-2007. Mr. Stewart holds a BA from Colorado College and an MBA from University of California at Irvine.

Mr. Stewart brings to the Corporation experience in leading and growing software businesses and in finance, marketing and operations.

Jean-Louis Casabonne has been a member of our Board since September 2018. Mr. Casabonne has been the Chief Financial Officer of Kobie Marketing, Inc. since July 2017. Previously, Mr. Casabonne had served as our former Chief Financial Officer and Secretary from May 2014 to July 2017. From July 2017 to September 2018 he served on a timelypart-time basis as former Chief Financial Officer, Interim Chief Executive Officer and Secretary. From 2002 to 2011, Mr. Casabonne has served as the Chief Financial Officer of Quova, Inc., and following its sale to Neustar, Inc. he served as a strategic evangelist and director of business development at Neustar, Inc. from 2011 to 2014. From 1996 to 2002, Mr. Casabonne was a founder and controller for Inxight Software, a spin-out from Xerox Corporation. He became Chief Financial Officer and Vice President of Operations for Inxight in 1999, managing finance, administration, legal affairs, information technology and customer support. From 1992 to 1996, Mr. Casabonne served in a number of senior financial positions for Xerox Corporation’s XSoft Division. Mr. Casabonne received his MBA and BS from Santa Clara University.

Mr. Casabonne brings to the Corporation experience in finance and accounting, management and operations of technology companies. Mr. Casabonne is an audit committee financial expert under the SEC’s rules.

Richard S. Chernicoff has been a member of our Board since September 2018. He is Chief Financial Officer of SunRise Memory Corp., a private semiconductor company. From January 2019 to September 2019, Mr. Chernicoff served as Chief Financial Officer of Perimeter Medical Imaging, Inc., a private equity-sponsored medical imaging company. Mr. Chernicoff served as a member of the board of directors of Great Elm Capital Group, Inc. from 2014 until 2018, and served as its interim Chief Executive Officer from July 2016 to September 2017. Mr. Chernicoff served as a member of the board of directors of Marathon Patent Group, Inc. from March 2015 to July 2017 and served as its interim general counsel. Mr. Chernicoff was with SanDisk Corporation where, as Senior Vice President, Business Development, his responsibilities included mergers and acquisitions, financings and joint ventures. Previously, Mr. Chernicoff was a mergers and acquisitions partner in the Los Angeles office of Brobeck, Phleger & Harrison LLP, a corporate lawyer in the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom LLP, a member of the staff of the SEC in Washington, DC and an auditor in the Los Angeles office of Ernst & Young LLP. Mr. Chernicoff holds a BS from California State University, Northridge and a JD from St. John’s University School of Law.

Mr. Chernicoff brings to the Corporation experience leading businesses and in merger and acquisitions, legal and finance. Mr. Chernicoff is an audit committee financial expert under the SEC’s rules.

For the election of directors, the four nominees receiving the most “FOR” votes from the holders of shares present in person or represented by proxy and entitled to vote for the election of directors will be elected. Only votes “FOR” or “WITHHELD” will affect the outcome. Broker non-votes will have no effect.

THE BOARD RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

Proposal 2: Ratification of Independent Registered Public Accounting Firm

Our Board believes the continued retention of dbbMcKennon LLC (“dbbMcKennon”) as our independent registered public accounting firm is in our and our stockholders’ best interest. Ratification requires the receipt of “FOR” votes constituting a majority of the votes cast on the proposal at the Annual Meeting, assuming a quorum is present.

Representatives of dbbMcKennon are not expected to attend the Annual Meeting. Thus, it is not expected that they will have an opportunity to make a statement regarding their services, or be available to respond to questions. Our Board does not know of any direct or indirect financial interest of dbbMcKennon in the Corporation.

Our Board approved the appointment of dbbMcKennon as our independent registered public accounting firm, effective April 17, 2019, as described further below. Accordingly, and in connection therewith, we dismissed Marcum LLP (“Marcum”) as our independent registered public accounting firm effective as of that same date.

Marcum’s audit report for the fiscal years ended December 31, 2018 on our consolidated financial statements did not contain an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles. At no point during the fiscal years ended December 31, 2018 and the subsequent interim period through April 25, 2019 were there any “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in connection with its report. There were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) for us that occurred during the fiscal year ended December 31, 2014 with2018 and the reporting requirements of Section 16(a) of the Exchange Act:

(a) Jeremy E. Verba filed one late Form 4 on November 24, 2014 reporting a transaction on November 19, 2014; and

(b) Jean-Louis Casabonne filed one late Form 4 on May 18, 2014 reporting a transaction on May 14, 2014, and one late Form 4 on July 29, 2015 reporting late transactions from September 15, 2014subsequent interim period through July 15, 2015 related to routine stock forfeitures to cover tax liabilities.

PROPOSAL 2

REVERSE STOCK SPLIT

Last year our Board, and our stockholders, approved a proposal regarding a reverse stock split. The approval last year expired one year after our 2014 annual meeting. Our Board is recommending a reverse stock split proposal again this year, for the reasons described below.April 25, 2019.

Our Board has unanimously approved and recommended to our stockholders an amendment to our amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”), to effect a reverse stock split by a ratio of one-for-fifteen (1:15) (the “Reverse Stock Split”). If this Proposal 2 is approved, our Board intends to effect the Reverse Stock Split promptly after the Annual Meeting without further stockholder approval. Even if this Proposal 2 is approved, our Board may decide not to effect the Reverse Stock Split at all if it determines that the Reverse Stock Split is not an effective course of action to achieve corporate objectives, subject to its obligations under the Purchase Agreement described below.

The Reverse Stock Split will have no effect on the par value of our common stock. The Company will pay cash in lieu of any fractional shares resulting from the Reverse Stock Split. The proposed form of amendment to our Certificate of Incorporation to implement the Reverse Stock Split is attached to this proxy statement asAnnex A.

Pursuant to a Purchase Agreement dated July 24, 2015, with certain accredited investors, and as previously disclosed in a current report on Form 8-K, we committed to use our commercially reasonable efforts to seek stockholder approval for the Reverse Stock Split at this Annual Meeting, with the terms of the Reverse Stock Split to be determined by our Board in the good faith exercise of our business judgment. Subject to our fiduciary obligations under applicable law (as determined in good faith by our Board after consultation with our outside counsel), our Board agreed to recommend to our stockholders that the stockholders vote in favor of the Reverse Stock Split and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of our stockholders for the Reverse Stock Split unless the Board shall have modified, amended or withdrawn its recommendation pursuant to the provisions of the immediately succeeding sentence. We covenanted that our Board shall not modify, amend or withdraw its recommendation unless the Board (after consultation with our outside counsel) shall determine in the good faith exercise of our business judgment that maintaining the recommendation would violate its fiduciary duty to our stockholders. Whether or not our Board modifies, amends or withdraws the recommendation pursuant to the immediately preceding sentence, we shall in accordance with Section 146 of the Delaware General Corporation Law and the provisions of our Certificate of Incorporation and Bylaws, (i) take all action necessary to convene the annual meeting to consider and vote upon the approval of the Reverse Stock Split and (ii) submit the Reverse Stock Split to the stockholders of the Company for their approval at the annual meeting.

Reasons for the Reverse Stock Split

Our Board of Directors is submitting this Reverse Stock Split to our stockholders for approval with the primary intent of complying with the Purchase Agreement. In addition, the Reverse Stock Split is expected to increase the market price of our common stock, which would enhance our ability to meet the initial listing requirements of the NASDAQ Stock Market or NYSE MKT and make our common stock more attractive to a broader range of institutional and other investors. We believe that effecting the Reverse Stock Split is in our and our stockholders’ best interests.

We believe that the Reverse Stock Split will enhance our ability to obtain an initial listing on the NASDAQ Stock Market or NYSE MKT. The NASDAQ Stock Market requires, among other items, an initial bid price of least $4.00 per share or if certain financial and governance standards are achieved, a closing price on the OTC Markets QB (or higher) tier of $3.00 (or $2.00 depending on the applicable listing standard) for five consecutive days and following initial listing, maintenance of a continued price of at least $1.00 per share. The NYSE MKT requires an initial listing bid price of $3.00 (or $2.00 depending on the applicable listing standard). Reducing the number of outstanding shares of our common stock should, absent other factors, increase the per share market price of our common stock, although we cannot provide any assurance that our minimum bid price would remain following the Reverse Stock Split over the minimum bid price requirement of any such stock exchange.

Additionally, we believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our common stock.

We are submitting this proposal with an exchange ratio of one-for-fifteen (1:15). Our Board has selected this ratio with the intent of maximizing the anticipated benefits for our stockholders. In determining whether to implement the Reverse Stock Split and selecting the exchange ratio, our Board considered factors such as:

Reducing the number of outstanding shares of our common stock through a reverse stock split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, suchengaged dbbMcKennon as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

Our Board may also determine that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders and decide to abandon the Reverse Stock Split, at any time before, during or after the meeting and prior to its effectiveness, without further action by the stockholders, subject to our obligations under the Purchase Agreement.

Effect of the Reverse Split on Our Common Stock

The Reverse Stock Split will have no effect on the authorized number of shares of our common stock.

The table below shows, as of August 19, 2015, the number of authorized shares of common stock and the approximate number of outstanding shares of common stock (excluding Treasury shares) that would result from the selected Reverse Stock Split ratio (without giving effect to the treatment of fractional shares) based on the 148,176,045 shares of common stock issued and outstanding as of such date:

The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in us, except that, as described below in “— Fractional Shares,” record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split will receive cash in lieu of such fractional share. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

The Reverse Stock Split will not result in any change in the number of authorized shares of our common stock. Therefore, because the number of authorized shares will not be reduced, the Reverse Stock Split will have the effect of an increase in the number of authorized but unissued shares of common stock by approximately 15 times. Authorized but unissued shares of our common stock and preferred stock are available for future issuance as may be determined by our Board without further action by our stockholders, unless stockholder approval is required by applicable law or securities exchange listing requirements in connection with a particular transaction. These additional shares may be issued in the future for a variety of corporate purposes including, but not limited to, raising additional capital, corporate acquisitions and equity incentive plans. Except for a stock split or stock dividend, future issuances of common shares will dilute the voting power and ownership of our existing stockholders and, depending on the amount of consideration received in connection with the issuance, could also reduce stockholders’ equity on a per share basis.

The Reverse Stock Split could, under certain circumstances, have an anti-takeover effect (for example, by enhancing our ability to approve future issuances that could dilute the stock ownership of a person seeking to effect a change in the composition of our Board or contemplating a tender offer or other transaction involving the Company with another company). This Proposal 2 is not being made in response to any effort of which our Board is aware to accumulate shares of our common stock or obtain control of the Company nor do we currently have any plans, proposals or arrangements to issue for any purpose, including future acquisitions or financings, any of the newly available authorized shares of our common stock.

Procedure for Implementing the Reverse Stock Split

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing (the “Effective Time”) of a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. We intend to effect the Reverse Stock Split promptly after receiving stockholder approval. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to our Certificate of Incorporation, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse Stock Split, or if there is a legal or regulatory impediment, subject to our obligations under the Purchase Agreement. 

After the Effective Time, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.

Beneficial Holders of Common Stock (i.e., stockholders who hold in street name)

Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares.

Exchange of Stock Certificates and Elimination of Fractional Share Interests

As soon as practicable after filing the certificate of amendment to our Certificate of Incorporation effecting a Reverse Stock Split with the Secretary of State of Delaware, stockholders will receive instructions for the exchange of their common stock certificates for new certificates representing the appropriate number of shares of common stock after the Reverse Stock Split. However, if permitted, the Company may elect to effect the exchange in the ordinary course of trading as certificates are returned for transfer. In either event, each current certificate representing shares of common stock will until so exchanged be deemed for all corporate purposes after the filing date to evidence ownership of our common stock in the proportionately reduced number. An exchange agent may be appointed to act for stockholders in effecting the exchange of their certificates.

Stockholders shouldNOT destroy any stock certificates or submit their stock certificates now. You should submit them only after you receive instructions from us or our exchange agent.

No service charges, brokerage commissions or transfer taxes will be payable by any stockholder, except that if any new stock certificates are to be issued in a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (1) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (or prior to transfer of such certificate, if any) or establishes to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.

Fractional Shares

We do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, we intend to pay cash as follows:

Those stockholders who hold less than the number of shares set forth in the Reverse Stock Split ratio would be eliminated as a result of the payment of fractional shares in lieu of any fractional share interest in connection with the Reverse Stock Split. The Board reserves the right to aggregate all fractional shares for cash and arrange for their sale, with the aggregate proceeds from such sale being distributed to the holders of fractional shares on a pro rata basis.

Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities

Based upon the Reverse Stock Split ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split ratio, subject to our treatment of fractional shares.

Accounting Matters

This proposed amendment to our Certificate of Incorporation will not affect the par value of our common stock per share, which will remain $0.0001 par value per share. As a result, as of the Effective Time, the stated capital attributable to common stock will be proportionately reduced based on the applicable ratio used in the Reverse Stock Split and the additional paid-in capital account on our balance sheet will not be materially affected due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

Certain Federal Income Tax Consequences

The following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our common stock.

Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder.

This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment). If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a stockholder generally will not recognize gain or loss on the Reverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-split shares received will be equal to the aggregate tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged.

A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held more than one year.

No gain or loss will be recognized by us as a result of the Reverse Stock Split.

No Appraisal Rights

Stockholders have no rights under Delaware law or under our charter documents to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

Vote Required

This Proposal 2 requires the affirmative vote of a majority of the outstanding shares of our common stock outstanding on August 19, 2015. Stockholders may vote “for” or “against” the proposal, or they may abstain from voting on the proposal. Abstentions and broker non-votes will have the same effect as vote “against” this Proposal 2. The proxy holders will vote your shares in accordance with your instructions. If you have not given specific instructions to the contrary, your shares will be voted “FOR” the approval of this Proposal 2.

Board Recommendation

Our Board Recommends a Vote “FOR” Amendment of our Amended and Restated Certificate of Incorporation, as Amended, to Effect a Reverse Stock Split as Described in this Proposal 2.

PROPOSAL 3

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

We are required to permit a separate non-binding stockholder vote to approve the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the compensation tables and narrative discussion). This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather to provide stockholders with an opportunity to make an advisory vote with respect to the overall compensation of our named executive officers and our compensation practices.

This proposal, commonly known as a “Say-On-Pay” proposal permits stockholders to endorse or not endorse our executive compensation through the following resolution:

“Resolved, that the stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the compensation tables and narrative discussion).”

Because the stockholders’ vote is advisory, it will not be binding on the Board. However, the Board’s Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Board Recommendation

Our Board Recommends a Vote “FOR” this Proposal 3.

PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed Macias Gini & O’Connell LLP to audit our accounts for the fiscal year ending December 31, 2015. Such firm, which has served as our independent registered public accounting firm since February 9, 2005, has reportedeffective April 25, 2019 to perform independent audit services for the fiscal year ended December 31, 2019. During the fiscal years ended December 31, 2018 and the subsequent interim period through April 25, 2019, neither we nor anyone on our behalf consulted dbbMcKennon regarding either:

The following table presents aggregate fees billed to us that none of its members has any direct financial interest or material indirect financial interest in our Company.

A proposal will be presented at the Annual Meeting to ratify the Audit Committee’s appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm. Although stockholder ratification of the Audit Committee’s action in this respect is not required, our Board considers it desirable for stockholders to pass upon such appointment.

A representative of Macias Gini & O’Connell LLP is expected to attend the Annual Meetingservices rendered by dbbMcKennon and will be afforded the opportunity to make a statement and/or respond to appropriate questions from stockholders.

Fees for professional services provided by Macias Gini & O’Connell LLPMarcum for the fiscal years ended December 31, 20142019 and 2013 were as follows:December 31, 2018:

Audit fees include fees associated with our annual audit, the reviews of our quarterly reports on Form 10-Q, and assistance with and review of documents filed with the Securities and Exchange Commission.SEC. Audit-related fees include consultations regarding revenue recognition and new accounting pronouncements as they related to the financial reporting of certain transactions. Tax fees included tax compliance work and tax consultations.

The Audit Committee has adopted a policy that requires advancePre-Approval Policies and Procedures

Among its other duties, until it constitutes its audit committee, our Board, with the approval of all our independent directors, is responsible for appointing, setting compensation for and overseeing the work of the independent auditor. Our audit audit-related, taxcommittee previously established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditor. On an ongoing basis, management communicates specific projects and othercategories of service for which the advance approval is requested. Since September 2018, our Board has reviewed these requests and advises management if the Board approves the engagement of the independent auditor. From time to time, management reports to our Board regarding the actual spending for such projects and services compared to the approved amounts. All services performed by dbbMcKennon and Marcum for fiscal years 2019 and 2018 were approved in accordance with our pre-approval guidelines.

Independent Directors’ Report

Our Board also has determined that each of our directors Jean-Louis Casabonne, Richard S. Chernicoff and Thomas C. Stewart is financially literate and an audit committee financial expert as defined by the rules of the SEC. While we currently do not have an audit committee, the three directors named below have been delegated with the authority to determine matters typically associated with an audit committee and the Board has adopted an audit committee charter, which is posted on our website at www.hopto.com.

Since September 2018, our Board’s responsibilities include appointing our independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically definedfirm, pre-approving both audit and non-audit services. Unlessservices to be provided by the specific service has been previously pre-approvedfirm and providing oversight of our financial reporting process. In fulfilling the Board’s oversight responsibilities, our independent directors meet with respectour independent registered public accounting firm and management to review accounting, auditing, internal controls and financial reporting matters.

It is not our Board’s responsibility to plan or conduct audits or to determine that fiscal year,our financial statements and disclosures are complete, accurate and in accordance with accounting principles generally accepted in the United States and applicable laws, rules and regulations. Management is responsible for our financial statements, including the estimates and judgments on which they are based, as well as our financial reporting processes, accounting policies, internal accounting controls, disclosure controls and procedures, and risk management. Our independent registered public accounting firm is responsible for performing an audit of our annual financial statements, expressing an opinion as to the conformity of the annual financial statements with accounting principles generally accepted in the United States, expressing an opinion as to the effectiveness of our internal control over financial reporting and reviewing our quarterly financial statements.

Our Board discussed with dbbMcKennon the matters required to be discussed by the rules of the Public Company Accounting Oversight Board Auditing Standard No. 1301, “Communications with Audit Committee must approve the permitted service beforeCommittees,” which requires the independent registered public accounting firm is engaged to perform it.communicate information to an audit committee regarding the scope and results of its audit of our financial statements, including information with respect to the firm’s responsibilities under auditing standards generally accepted in the United States, significant accounting policies, management judgments and estimates, any significant unusual transactions or audit adjustments, any disagreements with management and any difficulties encountered in performing the audit and other such matters required to be discussed with an audit committee by those standards.

Our Board Recommendationalso received from dbbMcKennon a report providing the disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our Board concerning independence. Marcum also has discussed its independence with our independent directors and confirmed in the report that, in its professional judgment, it is independent of us within the meaning of the federal securities laws.

TheOur Board unanimously recommends a vote “FOR”also has reviewed and discussed with our senior management the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 and management’s reports on the financial statements and internal controls. Management has confirmed to our Board that the financial statements have been prepared with integrity and objectivity and that management has maintained an effective system of internal controls. dbbMcKennon has expressed its professional opinions that the financial statements conform with accounting principles generally accepted in the United States. In addition, our Chief Executive Officer, who is also our interim Chief Financial Officer, has reviewed with the Board the certifications that were filed with the SEC pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and the policies and procedures management has adopted to support the certifications.

Based on these considerations, the undersigned independent directors and financial experts of the Board have recommended that our audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the SEC.

The ratification of the appointmentselection of Macias Gini & O’Connell LLPdbbMcKennon as our independent registered public accounting firm for the fiscal year ending December 31, 2015.2020 must receive “FOR” votes from at least a majority of shares present in person or by proxy and entitled to vote on such proposal. Abstentions will have the same effect as a vote against such proposal. Broker non-votes will have no effect.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2 RELATING TO THE RATIFICATION OF THE APPOINTMENT OF DBBMCKENNON AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.

Proposal 3 — Amendment to Charter to Effect a Reverse Stock Split of Not Less Than 1-for-20 and Not More Than 1-for-100

Our Board has unanimously approved, and recommended that our stockholders approve, an amendment to our Charter, to effect a reverse stock split at a ratio of not less than 1-for-20 and not more than 1-for-100 and a proportionate reduction of the number of authorized shares of our common stock (the “Reverse Split Amendment”), with the exact ratio to be set within this range by our Board in its sole discretion, with the final decision of whether to proceed with the Reverse Split and the effective time of the Reverse Split to be determined by the Board, in its sole discretion. If the stockholders approve the Reverse Split, and the Board decides to implement it, the Reverse Split will become effective as of the close of business, Eastern Time, on a date to be determined by the Board that will be specified in the Reverse Split Amendment to be filed with the Secretary of State of the State of Delaware (the “Effective Time”). If the Board does not decide to implement the Reverse Split within 12 months from the date of the Annual Meeting, the authority granted by stockholder approval of this proposal to implement the Reverse Split will terminate.

The Reverse Split will be effected simultaneously for all our outstanding common stock and will affect all holders of our common stock uniformly. No fractional shares of common stock will be issued as a result of the Reverse Split. Instead, any stockholder who would have been entitled to receive a fractional share as a result of the Reverse Split will receive a cash payment in lieu of such fractional shares, as described below. Each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Split as that stockholder held immediately prior to the Reverse Split, except to the extent that the Reverse Split results in shareholders receiving cash in lieu of fractional shares, as described below. The Reverse Split will not change the par value of our common stock. However, as part of the Reverse Split Amendment, the number of authorized shares of common stock will be reduced by a proportionate amount. Outstanding shares of common stock resulting from the Reverse Split will remain fully paid and non-assessable.

The text of the proposed Reverse Split Amendment to effect the Reverse Split is included as Appendix A to this proxy statement. The text of the proposed Reverse Split Amendment is subject to revision to include the Reverse Split ratio, as determined by our Board in the manner described herein, and such changes as may be required by the Secretary of State of the State of Delaware or as our Board deems necessary and advisable to effect the proposed Reverse Split Amendment.

Criteria to Be Used for Decision to Apply the Reverse Split

If our stockholders approve the Reverse Split, our Board will be authorized to proceed with the Reverse Split. The exact ratio of the Reverse Split, within the 1-for-20 to 1-for-100 range, would be determined by our Board, in its sole discretion, and publicly announced by us prior to the Effective Time. In determining whether to proceed with the Reverse Split and setting the appropriate ratio for the Reverse Split, our Board will consider, among other things, factors such as:

Reasons for the Reverse Split

The Board believes the Reverse Split could help improve our and our subsidiaries’ profile with potential customers and reduce administrative expenses associated with investor communication efforts. The Board reserves the right to elect to abandon the Reverse Split, notwithstanding stockholder approval thereof, if it determines, in its sole discretion, that the Reverse Split is no longer in our best interests.

Procedure for Effecting Reverse Split and Exchange of Stock Certificates

If the Reverse Split is approved by our stockholders, the Reverse Split would become effective at such time as it is deemed by our Board to be in the best interests of the Corporation and its stockholders and we file the Reverse Split Amendment with the Secretary of State of the State of Delaware. Upon the filing of the Reverse Split Amendment, all our existing common stock will be converted into a new number of shares of common stock as set forth in the Reverse Split Amendment.

As soon as practicable after the Effective Time, stockholders will be notified that the Reverse Split has been effected. If you hold shares of common stock in a book-entry form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time with instructions on how to exchange your shares. After you submit your completed transmittal letter, a transaction statement will be sent to your address of record as soon as practicable after the effective date of the Reverse Split indicating the number of shares of common stock you hold. In addition, if you are entitled to a payment of cash in lieu of fractional shares, a check will be mailed to you at your registered address as soon as practicable after the Effective Time. By signing and cashing this check, you will warrant that you owned the shares of our common stock for which you received a cash payment. See “Fractional Shares.”

Some stockholders hold their shares of common stock in certificate form or a combination of certificate and book-entry form. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you are a stockholder holding pre-Reverse Split shares in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-Reverse Split shares of our common stock for a statement of holding.

Beginning after the effectiveness of the Reverse Split, each certificate representing shares of pre-split common stock will be deemed for all corporate purposes to evidence ownership of post-split common stock. If you are entitled to a payment of cash in lieu of fractional shares, payment will be made as described under “Fractional Shares.”

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM FROM OUR TRANSFER AGENT.

Effect on Beneficial Holders of Common Stock

We intend to treat stockholders holding shares of our common stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of common stock are registered in their names, including with respect to the cash out of fractional shares. Banks, brokers or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our common stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Split. If a stockholder holds shares of our common stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.

Principal Effects of the Reverse Split

If the Reverse Split is approved and our Board elects to effect the Reverse Split, the number of outstanding shares of common stock will be reduced in proportion to the ratio of the Reverse Split chosen by our Board. You should recognize that if the Reverse Split is effectuated you will own fewer shares than you presently own (a number equal to the number of shares owned immediately prior to the filing of Reverse Split Amendment divided by the ratio of the Reverse Split). The Reverse Split will affect all of our stockholders uniformly and we do not expect that it will affect any stockholder’s percentage ownership interests in the Company or proportionate voting power, except to the extent that the Reverse Split results in stockholders receiving cash in lieu of fractional shares, as described below

Common Stock

With the exception of the number of shares issued and outstanding and except to the extent that the Reverse Split results in stockholders receiving cash in lieu of fractional shares, the rights and preferences of outstanding shares of common stock prior and subsequent to the Reverse Split would remain the same. Holders of our common stock would continue to have no preemptive rights. Following the Reverse Split, each full share of our common stock resulting from the Reverse Split would entitle the holder thereof to one vote per share and would otherwise be identical to the shares of our common stock immediately prior to the Reverse Split.

Preferred Stock

The Reverse Split will not reduce the number of authorized shares of preferred stock or otherwise have any impact on our authorized preferred stock, with the exception that the conversion ratio for the number of shares each share of preferred stock is convertible into and the voting ratio for such shares shall be proportionately adjusted.

Effects of the Reverse Split on our 2008 Incentive Stock Plan and Outstanding Equity Awards and Outstanding Warrants

If the Reverse Split is implemented, the number and type of shares subject to our 2008 Incentive Stock Plan and outstanding awards and/or unexercised options exercisable for shares of common stock shall be adjusted by the Board. The Board may also make provision for a cash payment to the holder of such outstanding awards in exchange for the cancellation of the outstanding award. In addition, the number of shares of common stock issuable upon the exercise of outstanding warrants to purchase 481,335 shares of common stock will be reduced.

Effects of the Reduction of Authorized Common Stock

We are currently authorized under our Charter to issue up to a total of 200,000,000 shares of capital stock, comprised of 195,000,000 shares of common stock and 5,000,000 shares of preferred stock. If the Reverse Split is approved and effected, it will reduce the total number of shares of common stock that we are authorized to issue by a proportionate amount. The decrease in the number of authorized shares of common stock would result in fewer shares of authorized but unissued common stock being available for future issuance for various purposes, including raising capital or making acquisitions. However, we believe that if the Reverse Split is approved and effected, the amount of authorized but unissued shares of common stock and preferred stock will be sufficient for our future needs.

The Reverse Split will not reduce the number of authorized shares of preferred stock or otherwise have any impact on the preferred stock except as set forth above.

Accounting Matters

As a result of the Reverse Split, the stated capital on our balance sheet attributable to the common stock, which consists of the par value per share of the common stock multiplied by the aggregate number of shares of common stock issued and outstanding, will be reduced in proportion to the size of the Reverse Split subject to an adjustment in respect of the treatment of fractional shares. Correspondingly, our additional paid-in capital account, which consists of the difference between our stated capital and the aggregate amount paid to the Corporation upon issuance of all currently outstanding shares of the common stock, will be credited with the amount by which the stated capital is reduced.

Fractional Shares

We will not issue fractional shares in connection with the Reverse Split. Instead, any fractional share resulting from the Reverse Split because the stockholder (whether a record holder or beneficial owner) owns a number of shares not evenly divisible by the exchange ratio will be cancelled, with such holder to receive cash in lieu of the fractional share. The cash amount to be paid to each stockholder will be equal to the resulting fractional interest in one share of our common stock to which the stockholder would otherwise be entitled, multiplied by the sixty-day volume weighted average closing trading price of our common stock on the trading day immediately preceding the effective date of the Reverse Split. We do not anticipate that the aggregate cash amount paid by us for fractional interests will be material to us.

Risks Associated with the Reverse Split

There can be no assurance that the Reverse Split would have the desired effects on the common stock. The Board, however, believes that the risks described below are offset by the prospect that the Reverse Split may, by increasing the per share price, make an investment in the common stock more attractive for certain investors.

The Reverse Split could result in a significant devaluation of our market capitalization and trading price of the common stock.

The Board expects that the Reverse Split of the outstanding common stock will increase the market price of the common stock. However, we cannot be certain whether the Reverse Split would lead to a sustained increase in the trading price or the trading market for the common stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

The market price of our common stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Split is consummated and the trading price of the common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Split and this could have an adverse effect on the market price of our common stock. If the market price of the common stock declines subsequent to the effectiveness of the Reverse Split, this will detrimentally impact our market capitalization and the market value of our public float.

The Reverse Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.

The Reverse Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.

Depending on the Reverse Split ratio, certain stockholders may no longer have any equity interest in the Corporation.

Based on the Reverse Split of all of the outstanding shares of our common stock at a ratio between 1-for-20 and 1-for-100, certain stockholders might be fully cashed out in the Reverse Split and thus, after the Reverse Split takes effect, such stockholders would no longer have any equity interest in the Corporation and therefore would not participate in our future earnings or growth, if any.

The Reverse Split may not help generate additional investor interest.

There can be no assurance that the Reverse Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not necessarily improve.

No Going Private Transaction

The number of stockholders following any Reverse Split will decrease to the extent that any holder of less than a full share of common stock is cashed out pursuant to the Reverse Split, but the Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act and the implementation of the proposed Reverse Split will not cause us to go private. As we currently have less than 300 shareholders of record, the consummation of the Reverse Split does not enhance our ability or otherwise enable us to delist and deregister. We have no plan at the date of this proxy statement to take the Company private.

No Appraisal Rights

Stockholders do not have appraisal rights under Delaware state law or under our Charter or Bylaws in connection with the Reverse Split.

Material United States Federal Income Tax Consequences of the Reverse Split

The following discussion is a summary of the material U.S. federal income tax consequences of the Reverse Split to us and to U.S. Holders (as defined below) that hold shares of our common stock as capital assets (i.e., for investment) for U.S. federal income tax purposes. This discussion is based upon current U.S. tax law, which is subject to change, possibly with retroactive effect, and differing interpretations. Any such change may cause the U.S. federal income tax consequences of the Reverse Split to vary substantially from the consequences summarized below. We have not sought and will not seek any rulings from the Internal Revenue Service (the “IRS”) regarding the matters discussed below and there can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Reverse Split.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our common stock that, for U.S. federal income tax purposes, is or is treated as (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or any other entity or arrangement treated as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and all of its substantial decisions are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances or to stockholders who may be subject to special tax treatment under the Internal Revenue Code, including, without limitation, dealers in securities, commodities or foreign currency, persons who are treated as non-U.S. persons for U.S. federal income tax purposes, certain former citizens or long-term residents of the United States, insurance companies, tax-exempt organizations, banks, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, retirement plans, persons whose functional currency is not the U.S. dollar, traders that mark-to-market their securities or persons who hold their shares of our common stock as part of a hedge, straddle, conversion or other risk reduction transaction. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of the partnership (or other entity treated as a partnership) and a partner in the partnership will generally depend on the status of the partner and the activities of such partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purposes) holding our common stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split to them.

The state and local tax consequences, alternative minimum tax consequences, non-U.S. tax consequences and U.S. estate and gift tax consequences of the Reverse Split are not discussed herein and may vary as to each U.S. Holder. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before, after or at the same time as the Reverse Split, whether or not they are in connection with the Reverse Split. This discussion should not be considered as tax or investment advice, and the tax consequences of the Reverse Split may not be the same for all stockholders. U.S. Holders should consult their own tax advisors to understand their individual federal, state, local, and foreign tax consequences.

We believe that the Reverse Split should constitute a reorganization under Section 368(a)(1)(E) of the Code. Accordingly, we should not recognize taxable income, gain or loss in connection with the Reverse Split.

YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER MATTERSTAX CONSEQUENCES OF THE REVERSE SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Reservation of Right to Abandon the Reverse Split

The Board reserves the right to not file the Reverse Split Amendment to effect the Reverse Split and to abandon any Reverse Split without further action by our stockholders at any time before the effectiveness of the filing of such Charter amendment with the Secretary of the State of the State of Delaware, even if this proposal is approved by our stockholders at the Annual Meeting. By voting in favor of this proposal, you are expressly also authorizing the Board to delay, not proceed with, and abandon, the proposed Reverse Split if it should so decide, in its sole discretion, that such action is in the best interests of our stockholders.

Vote Required to Approve Reverse Split Amendment

Approval of the Reverse Split Amendment and to authorize our Board, if in its judgment it is necessary, to effect the Reverse Split requires an affirmative vote of a majority of the common stock outstanding and entitled to vote at the Annual Meeting. Abstentions and instructions withholding authority to vote for this proposal will count as a vote against the proposal. The Reverse Split Amendment and the Reverse Split is a “non-routine” matter. Therefore, if you do not instruct your broker how to vote with respect to the withdrawal, your broker may not vote with respect to this proposal and those votes will be deemed broker non-votes. Broker non-votes are not counted for the purpose of determining whether to effect the Reverse Split, and, therefore, will not have the effect of a negative vote with respect to the Reverse Split.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 3.

Proposal 4: Advisory Vote on the 2019 Compensation of Our Named Executive Officers

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking stockholders to approve an advisory resolution on the compensation of the named executive officers, as reported in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our fiscal 2019 executive compensation. Significant information about our executive compensation is provided in this proxy statement under the heading “Compensation of Directors and Executive Officers.”

We are asking our stockholders to vote in favor of the following resolution:

“RESOLVED, that the stockholders of HopTo, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in HopTo, Inc.’s Proxy Statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the information under the heading “Compensation of Directors and Executive Officers — Compensation Discussion and Analysis,” the compensation tables and narrative disclosure.”

Approval requires the receipt of “FOR” votes constituting a majority of the votes cast on the proposal at the Annual Meeting, assuming a quorum is present.

To the extent there is a significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and our Board will evaluate what actions may be necessary or appropriate to address those concerns.

The advisory approval of the compensation of our named executive officers must receive “FOR” votes from at least a majority of shares represented either present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions from voting will have the same effect as a vote against the proposal. Broker non-votes will have no effect.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 4.

CORPORATE GOVERNANCE

Our business and affairs are managed, and all corporate powers are exercised under the direction of our Board. Our Board establishes fundamental corporate policies and oversees our performance and our Chief Executive Officer and other officers to whom our Board has delegated authority to manage day-to-day business operations.

Our Board has adopted corporate governance guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the Corporation’s governance. It also has adopted a Code of Business Conduct that applies to members of our Board, our executive officers as well as all of our employees. Until September 2018, several standing and special committees assisted our Board in carrying out its responsibilities. Each operated under a written charter adopted by our Board.

Our corporate governance guidelines, standing committee charters, and codes of conduct are posted on our website at www.hopto.com. Paper copies may be obtained upon request by writing to: Corporate Secretary, 6 Loudon Road, Suite 200, Concord NH 03301.

Board of Directors

Functions

In addition to its general oversight role, our Board performs a number of specific functions, including:

Leadership Structure

Our Board retains the flexibility to determine on a case-by-case basis whether the positions of Chief Executive Officer and Chairman of the Board should be combined or separated and whether an independent director should serve as Chairman. This flexibility permits our Board to organize its functions and conduct its business in a manner it deems most effective in then prevailing circumstances. Our Board has determined that its leadership structure is appropriate in light of our current management framework. Currently, our Chief Executive Officer serves as a director on our Board, and the Board does not have a Chairman.

Our Board believes that its independence and oversight of management is maintained effectively through this flexible leadership structure, our Board’s composition and sound corporate governance policies and practices.

Director Share Ownership Guidelines

Our Board has not established director share ownership guidelines. We prohibit shorting our stock by our directors and executive officers.

Board Meetings; Executive Sessions; Annual Stockholders’ Meetings

At regularly scheduled Board meetings, directors review and discuss management reports regarding our performance, prospects and plans, as well as significant opportunities and immediate issues facing us. At least once a year, our Board also reviews management’s long-term strategic and financial plans.

The Chief Executive Officer proposes the agenda for Board meetings. Directors are encouraged to propose agenda items, and any director also may raise at any meeting subjects that are not on the agenda. Information and other materials important to understanding the business to be conducted at Board meetings are from time to time distributed in writing to the directors in advance of the meeting. Additional information may be presented at the meeting. An executive session of independent members of our Board is held at each regular Board meeting, and any director may call for an executive session at any Board meeting.

During the fiscal year ended December 31, 2019, our Board held six meetings. Each then-director attended either in person or by electronic means all of the meetings of our Board on which they served during fiscal year 2019.

We have not established a policy with respect to Board nominees attending our annual stockholders’ meetings. Last year, all but one of our Board nominees attended our annual stockholder’s meeting.

Evaluation of Board and Director Performance

Our Board annually reviews the individual performance and qualifications of each director who may wish to be considered for nomination to an additional term.

Risk Oversight

Our Board is responsible for the general oversight of risks that affect us. Our Board receives regular reports on our operations from our Chief Executive Officer, as well as other members of management. Our Board reviews these reports and makes inquiries in their business judgment.

Until September 2018, our Board also fulfilled its oversight role through the operations of its various committees, including an audit committee. Since September 2018, our Board, with the full participation of our independent directors, has handled all oversight activities, including responsibility for risk oversight in connection with its review of our financial reports filed with the SEC. Our Board receives reports from our Chief Financial Officer and our independent auditors in connection with the review of our quarterly and annual financial statements regarding significant financial transactions, accounting and reporting matters, critical accounting estimates and management’s exercise of judgment in accounting matters. When reporting on such matters, our independent auditors also provide their assessment of management’s report and conclusions.

Succession Planning and Management Development

Until September 2018, our compensation committee oversaw and evaluated leadership succession planning practices and results. Until September 2018, our compensation committee reported annually to our Board on succession planning, including policies and principles for executive officer selection. Currently, our Board oversees and evaluates succession planning practices and results and all other former compensation committee functions.

Review of Related Person Transactions

SEC rules require us to disclose certain transactions involving more than $120,000 in which we are a participant and any of our directors, nominees as directors or executive officers, or any member of their immediate families, has or will have a direct or indirect material interest. Our Board must review and approve or ratify any such “related person transaction” that is required to be disclosed. Other than Backstop Agreement (defined and described below under “Certain Relationships and Related Transactions, and Director Independence”), there have been no transactions or proposed transactions requiring review during fiscal year 2019 and through the date of the mailing of this proxy statement.

The Board has delegated to the independent members of the Board the responsibility to review and approve all transactions or series of transactions in which we or a subsidiary is a participant, the amount involved exceeds $120,000 and a “related person” (as defined in Item 404 of Regulation S-K) has a direct or indirect material interest. Transactions that fall within this definition will be referred to the independent members of our Board for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, such directors will decide whether or not to approve the transaction and will approve only those transactions that are in our best interests.

Board Access to Senior Management, Independent Accountants and Counsel

Directors have complete access to our independent registered public accounting firm, senior management and other employees. They also have complete access to counsel, advisors and experts of their choice with respect to any issues relating to our Board’s discharge of its duties.

Retirement Policy

We have not established a Board retirement policy.

Committees of our Board of Directors

Our Board has two designated committees, an audit committee and a compensation committee, each of which does not currently have any members or activities separate from the Board. It is the intention of the Board to reconstitute the audit committee and compensation committee when required by the complexity of the business or legal or listing requirements. Our Board has determined not to establish a nominating committee. Nominees for election as directors are selected by our Board.

Audit Committee

Until September 2018, our audit committee reviewed our internal accounting procedures and considers and reports to our Board with respect to other auditing and accounting matters, including the selection of our independent auditors, the scope of annual audits, fees to be paid to our independent auditors and the performance of our independent auditors. Our audit committee relied on the expertise and knowledge of management and the independent auditors in carrying out its oversight responsibilities. On a routine basis, our audit committee met separately with our independent auditors and invites select employees who work under the Chief Financial Officer to participate in its meetings. Our audit committee charter requires that each of the members of our audit committee be independent, as defined under SEC rules and Nasdaq listing standards, and that at least one member of our audit committee have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities. The responsibilities and activities of our audit committee are described in greater detail in our audit committee charter; however, currently, the functions of the audit committee are served by the Board, in particular our independent directors on the Board.

Compensation Committee

Until September 2018, the compensation committee of our Board acted on behalf of our Board to review, adopt and oversee our compensation and employee benefit programs and practices. Currently, the functions of the compensation committee are served by the Board, in particular our independent directors on the Board.

For executives other than our Chief Executive Officer, our compensation committee considered evaluations and recommendations submitted to our compensation committee by our Chief Executive Officer on which compensation determinations were then made. In the case of our Chief Executive Officer, the evaluation of his or her performance was conducted by our compensation committee, which determined whether, and if so in what manner, to recommend to the full Board any adjustments to his or her compensation as well as awards to be granted. Our compensation committee does not determine non-employee director compensation.

Each member of our compensation committee was a “non-employee” director as defined under Section 16 of the Exchange Act. Our compensation committee operated under a written charter adopted by our Board, a current copy of which is available in the corporate governance section of our website at www.hopto.com.

The charter of our compensation committee provided that any independent compensation consultant engaged by our compensation committee works for our compensation committee, not our management, with respect to executive and director compensation matters.

Director Nominations and Qualifications for Director Nominees

Our Board does not have a nominating committee. Our Board has determined that given its relatively small size, the function of a nominating committee could be performed by our Board as a whole without unduly burdening the duties and responsibilities of our Board members. The nomination of each of the director nominees standing for election at the Annual Meeting was unanimously approved by our Board.

Our Board does not have written guidelines regarding the qualifications or diversity of properly submitted candidates for membership on our Board. Qualifications for consideration as a new director nominee may vary according to the particular areas of expertise being sought as a complement to the existing Board composition. In reviewing nominations, our Board will consider, among other things, an individual’s business experience, industry experience, financial background, breadth of knowledge about issues affecting us, time available for meetings and consultation regarding company matters and other particular skills and experience possessed by the individual.

Communications with our Board

Stockholders and other interested parties may contact any member (or all members) of our Board (including, without limitation, the non-management directors as a group), any committee of our Board or the Chair of any such committee by mail. All such correspondence may be sent addressed to our Board, any committee or any individual director, c/o Corporate Secretary, HopTo, Inc., 6 Loudon Road, Suite 200, Concord NH 03301.

All stockholder communications will be opened and reviewed by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to our Board or any group or committee of directors, the Corporate Secretary will make sufficient copies and send one copy to each director who is a member of the group or committee to which the envelope is addressed.

Board Interlocks and Insider Participation

None of our independent directors during fiscal 2019:

Delinquent Section 16(a) Reports

Pursuant to Section 16(a) of the Exchange Act, our directors and executive officers, and any persons holding more than 10% of our common stock, are required to report their beneficial ownership and any changes therein to the SEC and to us. Specific due dates for those reports have been established, and we are required to report herein any failure to file such reports by those due dates. Based solely on a review of copies of such reports and written representations delivered to us by such persons, we believe that during the fiscal year ended December 31, 2019, all Section 16(a) filing requirements applicable to the executive officers, directors and stockholders were timely satisfied, except those that were unintentionally filed late due to administrative delays.

Certain Relationships and Related Transactions, and Director Independence

Our Charter, Bylaws and indemnification agreements with our directors and executive officers obligate us to indemnify our directors and executive officers. We have also purchased director and officer indemnification insurance.

Our Code of Conduct provides our written policies and procedures for the review of any activities by a director, executive officer or employee or members of their immediate families which create or appear to create an actual or potential conflict between the individual’s interests and our interests. Our audit committee (or our Board in lieu thereof) is responsible for interpreting our Code of Conduct, reviewing reports of alleged breaches of such Code of Conduct and granting waivers of or approving amendments of such Code of Conduct. Our audit committee (or our Board in lieu thereof) is responsible for reviewing past or proposed transactions between us and related persons.

Our Code of Conduct requires all of our employees, executives, directors, agents and representatives, including contractors and contingent workers, to avoid any activity or personal interest that creates or appears to create a conflict of interest with us, and requires all of our personnel to disclose any such activity or interest to management. Our employees and directors must disclose any relationship with outside firms where they have any influence on transactions involving purchases, contracts or leases with such firm. Employees are directed to report such potential or actual conflicts to their supervisors, the Chief Financial Officer or Chief Executive Officer, and management is directed to review and make a report to the Chief Financial Officer or Chief Executive Officer. Our Chief Financial Officer or Chief Executive Officer or his/her designee then reviews the situation, and if an actual conflict of interest exists, must disclose such facts and circumstances to our audit committee (or our Board in lieu thereof), which oversees treatment of such issues and reviews and resolves the individual matters presented.

Our directors and executive officers are required to obtain the prior written approval of our audit committee (or our Board in lieu thereof), or its designated member, following the full disclosure of all facts and circumstances before making any investment, accepting any position or benefits, or participating in any transaction or business arrangement that creates or appears to create a conflict of interest.

On January 31, 2020, the Corporation and all of our directors entered into a Backstop Agreement (the “Backstop Agreement”), with certain accredited investors, including Novelty Capital Partners LP (with its affiliates, “Novelty”), which is controlled by our Chief Executive Officer and interim Chief Financial Officer, Jonathon Skeels, and is one of our significant stockholders. The Backstop Agreement was unanimously approved by the Board, including all of our independent directors. Pursuant to the Backstop Agreement, such investors agreed to purchase in a private placement, at $0.30 per share, up to $2.41 million of shares of our common stock in connection with the closing of our subscription rights offering to all of our stockholders in March 2020. We consummated the Backstop Agreement transactions on August 13, 2020, and Novelty acquired 6,905,326 shares of our common stock pursuant to the Backstop Agreement.

Executive Officers

Jonathon R. Skeels. For biographical information on Mr. Skeels, see “Proposal 1: Election of Directors.”

The Corporation entered into an employment letter (“Employment Agreement”) with Mr. Skeels for his service as Chief Executive Officer and interim Chief Financial Officer, effective as of July 1, 2020. Pursuant to the Employment Agreement, Mr. Skeels is entitled to receive a base salary of $200,000 per year and other compensation to be determined from time to time by the Corporation in its sole discretion.

The Employment Agreement also entitles Mr. Skeels to participate in the Corporation’s employee benefit plans and be reimbursed for expenses incurred in connection with his service to the Corporation. If Mr. Skeels’ employment is terminated without cause (as defined in the Employment Agreement) the Corporation will, against the receipt of a mutual release, pay Mr. Skeels an amount equal to 12 months of his annual base salary and pay the premiums for continuation of Mr. Skeels and his family’s health insurance for up to 12 months following his termination.

Summary Compensation Table

The following table sets forth the compensation paid to the named executive officers for the periods indicated.

Mr. Casabonne was employed in May 2014 and continued to be employed on an at-will, part time, basis. Mr. Casabonne received an annual base salary of $225,000 and was eligible for an annual performance-based bonus up to 30% of his annual base salary that was based on goals and achievements mutually set by Mr. Casabonne and management. In 2014, Mr. Casabonne was awarded equity compensation equivalent to 66,667 shares of Corporation common stock and forfeited the outstanding shares at December 31, 2018. Mr. Casabonne resigned from his position and accepted a new role as board of directors in September 2018.

As of December 31, 2019, we did not have any outstanding equity awards.

Compensation of Our Board of Directors

We reimburse our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors. In May 2020, we agreed to pay each of our non-employee directors for their service on our Board from September 2018 through September 2020 in the amount of $22,958 with each non-employee director required to use the after-tax proceeds to purchase common stock of the Corporation pursuant to the Backstop Agreement.

Compensation of Directors — Fiscal 2019

During the fiscal year ended December 31, 2019, our directors did not receive compensation for their service on our Board. As of December 31, 2019, $85,600 of the Board fees earned by prior members of our Board were accrued and not yet paid (see Note 4 to our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019). In January 2020, we issued 120,000 shares of common stock to two former members of our Board which were previously committed to them and settled a total of $39,600 of Board fees that were accrued and not yet paid as of December 31, 2019.

Compensation Risk Management

As part of its annual review of our executive compensation program, the Board reviews with management the design and operation of our incentive compensation arrangements for senior management, including executive officers, to determine if such programs might encourage inappropriate risk-taking that could have a material adverse effect on us. The Board considers, among other things, the features of our compensation program that are designed to mitigate compensation-related risk, such as the performance objectives and target levels for incentive awards (which are based on overall performance), and our compensation recoupment policy. The Board also considers our internal control structure which, among other things, limits the number of persons authorized to execute material agreements, requires approval of our board of directors for matters outside of the ordinary course and our whistle blower program. Based upon the above, the Board has concluded that any risks arising from our compensation plans, policies and practices are not reasonably likely to have a material adverse effect on us.

Other Matters

Our Board knows of no other matters to be brought before the Annual Meeting. However, if other matters should properly come before the meeting,Annual Meeting, it is the intention of each person named in the proxy to vote in accordance with his judgment on such matters.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are hopTo stockholders will be “householding” our proxy materials. A single proxy statement and annual report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker, direct your written request to Jean-Louis Casabonne, our Secretary, at our address or contact Jean-Louis Casabonne at (800) 472-7466.

Stockholders who currently receive multiple copies of the proxy statement and annual report at their address and would like to request “householding” of their communications should contact their broker.

2016 STOCKHOLDER PROPOSALS

Pursuant to Rule 14a-8 of the SEC, proposals by eligible stockholders that are intended to be presented at our 2016 annual meeting of stockholders must be received by our corporate Secretary at hopTo Inc., 1919 S. Bascom Avenue, Suite 600, Campbell, CA 95008 not later than a reasonable time before we print and send our proxy materials for the 2016 annual meeting in order to be considered for inclusion in our proxy materials.  We will consider a reasonable time to be the same deadline had we maintained our regularly scheduled annual meetings, which is January 31, 2016. Such proposals should be submitted, in writing, to hopTo Inc., Attn: Jean-Louis Casabonne, Secretary, 1919 S. Bascom Avenue, Suite 600, Campbell, CA 95008.

Under Rule 14a-4 promulgated under the Exchange Act, if a proponent of a proposal that is not intended to be included in the proxy statement fails to notify us of such proposal at least 45 days prior to the anniversary of the mailing date of the preceding year’s proxy statement or a reasonable time before we send our proxy materials for such meeting if the date of the meeting has changed by more than 30 days from the prior year, then we will be allowed to use our discretionary voting authority under proxies solicited by us when the proposal is raised at such annual meeting of stockholders, without any discussion of the matter in the proxy statement. We were not notified of any stockholder proposals to be addressed at our Annual Meeting, and will therefore be allowed to use our discretionary voting authority if any stockholder proposals are raised at the Annual Meeting.

ACCOMPANYING INFORMATIONAccompanying Information

Accompanying this proxy statement is a copy of our annual report to stockholdersAnnual Report on Form 10-K as amended by Amendment No. 1, for our fiscal year ended December 31, 2014.2019. Such annual report includes our audited consolidated financial statements for the two fiscal years ended December 31, 2014.2019 and December 31, 2018. No part of such annual report shall be regarded as proxy-soliciting material or as a communication by means of which any solicitation is being or is to be made.

BY ORDER OF THE BOARD OF DIRECTORS

Campbell, California

August 24, 2014

ANNEXAppendix A

CERTIFICATE OF AMENDMENT
OF

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

HOPTO INC.

hopTo Inc.

HOPTO INC., a corporation duly organized and existing under the lawsGeneral Corporation Law of the State of Delaware (the “Company”“Corporation”), does hereby certifies as follows:certify that:

1. That Article IV ofThe amendments to the Corporation’s Amended and Restated Certificate of Incorporation of the Company is hereby amended and restated in its entirety as set forth below:

“The corporation is authorized to issue two classes of stock designated respectively common stock and preferred stock. The total number of shares that the corporation is authorized to issue is 200,000,000 shares of which 195,000,000 shares are designated common stock, par value $0.0001 per share (the “Common Stock”), and 5,000,000 shares are designated preferred stock, par value $0.01 per share (the “Preferred Stock”).

Effective upon the close of business on ___________, 201_, each fifteen (15) shares of the issued and outstanding shares of Common Stock of this corporation shall thereby and thereupon automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock of this corporation (the “Reverse Stock Split”). No scrip or fractional shares will be issued by reason of the Reverse Stock Split. In lieu thereof, cash shall be distributed to each stockholder of the Company who would otherwise have been entitled to receipt of a fractional share and the amount of cash to be distributed shall be based upon the average closing price of a share of Common Stock on the OTC Markets QB (or higher) tier or other primary trading market for the Common Stock for the five trading days immediately preceding the effective date of this Certificate of Amendment.”

2.     That the foregoing amendment has beenbelow were duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by approval of the boardState of directorsDelaware and have been consented to by the stockholders of the CompanyCorporation at a meeting called in accordance with Section 222 of the General Corporation Law of the State of Delaware.

2. Article IV of the Corporation’s Amended and Restated Certificate of Incorporation is amended and restated in its entirety to read as follows:

“ARTICLE IV

The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares that the Corporation is authorized to issue is [Two Hundred Million (200,000,000) shares. One Hundred Ninety Five Million (195,000,000)]^[1] shares shall be Common Stock, par value $0.0001 per share, and Five Million (5,000,000) shares shall be Preferred Stock, par value $0.01 per share. Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), every [_______] (YY)^[2] shares of the Corporation’s Common Stock issued and outstanding or held on August 19, 2015, and by the affirmative voteCorporation in treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of at least a majorityCommon Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”); provided, however, no fractional shares shall be issued in connection with the outstandingReverse Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive a cash amount equal to the resulting fractional interest in one share of Common Stock to which the stockholder would otherwise be entitled, multiplied by the sixty (60) day volume weighted average closing trading price of the Company entitled to vote thereon atCommon Stock on the meeting of stockholders held on September 24, 2015. There are no other classes of stock outstanding entitled to vote on this amendment.

3.     Thattrading day immediately preceding the Effective Time of the amendment herein certifiedReverse Split.

The Preferred Stock may be issued from time to time in one or more series, without further stockholder approval. The Board of Directors of the Corporation is hereby authorized to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon each series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or of any of them. The rights, privileges, preferences and restrictions of any such additional series may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote), or senior to any of those of any present or future class or series of Preferred Stock or Common Stock. The Board of Directors is also authorized to increase or decrease the number of shares of any series prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the closeshares constituting such decrease shall resume the status which they had prior to the adoption of business on ___________, 201_.the resolution originally fixing the number of shares of such series.”

[ signature page follows ]3. The foregoing amendment shall be effective as of 4:30 p.m., Eastern Time, on _______, 2020.

¹The current total authorized shares and total authorized common shares numbers are to be reduced based on the proportional reduction of the total authorized common shares in accordance with the reverse split reduction ratio.

² Reference to “YY” is to a number of not less than 20 and not more than 100 as selected by the Board of Directors.

IN WITNESS WHEREOF, the Companysaid Corporation has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be duly executedsigned by its duly authorized officer on this [*]___ day of [*], 201_.

_____ 2020.

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF

hopTo Inc.
1919 S. Bascom Avenue, Suite 600
Campbell, CA 95008

ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 24, 2015

The undersigned stockholder of hopTo, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated August 24, 2015, and hereby appoints Eldad Eilam and Jean-Louis Casabonne, or either of them, as proxy and attorney-in-fact, each with the power to appoint his substitute, on behalf and in the name of the undersigned and hereby authorizes each of them to represent the undersigned and vote, as designated on the reverse side hereof, all the shares of common stock of hopTo Inc. (the “Company”) held of record by the undersigned on August 19, 2015, at the Annual Meeting of the Stockholders to be held at 1919 S. Bascom Avenue, Suite 600, Campbell, California 95008, on September 24, 2015 at 11:00 a.m. local time, or any adjournment thereof as fully as the undersigned might do if personally present thereat, on the matters set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE, FOR PROPOSAL 2, FOR PROPOSAL 3, AND FOR PROPOSAL 4. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXIES TO VOTE AS TO ANY OTHER MATTER THAT MAY BE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OF WHICH THE BOARD OF DIRECTORS DID NOT HAVE TIMELY NOTICE.

(Continued and to be signed on the reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF

hopTo Inc.

SEPTEMBER 24, 2015

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement and Proxy Card are available at
http://proxymaterials.hopto.com

Please sign, date and mail your proxy card
in the envelope provided as soon as possible.

Please detach along the perforated line and mail in the envelope provided

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR DIRECTOR,
AND “FOR” PROPOSALS 2, 3 and 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY IS VALID ONLY WHEN PROPERLY SIGNED AND DATED.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

Note: In their discretion, the proxies are authorized to act upon such other matters as may properly come before the 2015 Annual Meeting of Stockholders or any postponement(s) or adjournment(s) thereof.

Please check here [    ] if you plan to attend the meeting.

To change the address on your account, please check here [    ] and indicate your new address at below:

Changes to the registered name(s) on the account may not be submitted via this method.

Please sign exactly as your name(s) appear(s) hereon. When shares are held jointly, each holder must sign. When signing as executor, administrator, attorney trustee or guardian, please give full title as such. When signing for a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Date ________________________, 2015

PLEASE MAIL IN THE ENVELOPE PROVIDED.