Not independent
Tenure on this board
4.6 yrs
Also a director at
Neurosense Therapeutics Ltd (NRSN)
6 nominees · 2 ballot items.
Approve issuance of up to 13,823,512 shares upon exercise of Series F warrants and approve adjournment for further solicitation if needed.
Approve, pursuant to Nasdaq rules, issuance of up to 13,823,512 shares of Common Stock upon exercise of Series F warrants issued in connection with private placement that closed Nov 28, 2025.
The Warrant Exercise Proposal asks shareholders to approve the issuance of up to 13,823,512 shares of Common Stock upon exercise of Series F warrants issued in connection with a private placement that closed on November 28, 2025. Management is seeking shareholder approval principally to comply with Nasdaq Listing Rule 5635(d), because the potential issuance could equal or exceed 20% of outstanding shares and therefore requires stockholder consent before the warrants may be exercised. The underlying transaction involved a warrant inducement in which an institutional holder agreed to exercise existing warrants at a reduced price for immediate proceeds to the company, and the company issued Series F warrants as consideration; management is not seeking ratification of the underlying transaction (which is already completed) but only approval to issue shares upon exercise of the Series F warrants. Approval would permit the company to realize up to roughly $4.3 million in additional gross proceeds if all warrants are exercised for cash at the initial exercise price of $0.31 per share, and management argues that loss of these funds could adversely affect operations. The Board highlights potential dilution to existing shareholders and market price impact as adverse consequences of approval, and notes that the exercise price may be reduced in the future (subject to holder consent), which could lower proceeds received; management recommends a FOR vote to ensure regulatory compliance and access to financing. The proposal is material to governance and capital structure, as it affects share count, dilution, Nasdaq compliance, and potential funding available for operations and clinical development.
Approve ability to adjourn or postpone the Special Meeting to solicit additional proxies if there are insufficient votes to approve the Warrant Exercise Proposal.
The Adjournment Proposal seeks shareholder authorization to adjourn or postpone the Special Meeting, including any adjourned sessions, to enable additional time to solicit proxies in favor of the Warrant Exercise Proposal if there are insufficient votes for its approval at the scheduled meeting. Management recommends a FOR vote, arguing that approval will allow the Board to use additional time to obtain sufficient shareholder support for the Warrant Exercise Proposal and avoid having to hold multiple special meetings or incur additional costs associated with re-soliciting votes. The proposal, which is procedural and contingent on the Warrant Exercise Proposal's vote outcome, does not itself change corporate governance or capital structure but facilitates the Board's ability to secure approval for a material financing-related measure. If approved, the adjournment could permit the company to continue discussing the merits of the Warrant Exercise Proposal with shareholders and potentially avoid operational disruptions; if rejected, the Board's options for obtaining the required approvals would be more limited and more costly. This is a routine procedural management proposal tied to the financing effort and requires a majority vote to pass.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 1.12% | 23,992 | $43K |
| 2 | VANGUARD FIDUCIARY TRUST CO | 0.27% | 5,879 | $11K |
| 3 | Manchester Capital Management LLC | 0.09% | 1,923 | $3K |
| 4 | Tower Research Capital LLC (TRC | 0.06% | 1,356 | $2K |
| 5 | BlackRock, Inc. | 0.05% | 1,110 | $2K |
| 6 | UBS Group AG | 0.03% | 542 | $970 |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.02% | 361 | $646 |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.01% | 257 | $460 |
| 9 | MORGAN STANLEY | 0.00% | 50 | $90 |
| 10 | SBI Securities Co., Ltd. | 0.00% | 47 | $84 |
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