Not independent
Tenure on this board
1.3 yrs
5 nominees · 5 ballot items.
Five proposals: (1) authorize reverse stock split (1-for-5 to 1-for-500) with Board discretion on ratio and timing; (2) approve issuance of common shares upon conversion of Series A Preferred including shares exceeding 19.99% and set conversion floor price; (3) approve issuance of 19.99% or more common stock under ELOC Agreement with Arena to comply with Nasdaq Rule 5635(d); (4) increase authorized common stock from 490,000,000 to 700,000,000; (5) approve adjournment(s) of the Special Meeting to solicit additional proxies if needed.
Grant the Board authority to amend the Certificate of Incorporation to effect a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-500, with the exact ratio and timing (within one year) at the Board’s discretion and the Board retaining the right to abandon the amendments.
This management proposal asks shareholders to authorize the Board to amend the Certificate of Incorporation to implement, at the Board’s discretion and within one year, a reverse stock split of the Company’s common stock at a ratio anywhere between 1-for-5 and 1-for-500. Management is seeking shareholder approval primarily to provide flexibility to cure a potential Nasdaq minimum bid price deficiency (Rule 5450(a)(1)) and to enable potential marketability and liquidity improvements by increasing per-share price, while retaining broad discretion to choose the precise split ratio or abandon the action. The Board outlines operational and legal mechanics including adjustment to equity awards, options, warrants and conversion mechanics, book-entry and certificate exchange procedures, and the treatment of fractional shares. Risks the Board discloses include possible failure to achieve a sustained $1.00 per share price, potential reduction in liquidity due to fewer shares outstanding, increased proportion of unissued authorized shares that could be used dilutively, and no dissenters’ rights under Delaware law. The Board recommends a FOR vote, arguing the reverse split is a reasonable tool to help maintain Nasdaq listing and improve trading interest, and it emphasizes conservatively that it may not effect the split if conditions are unfavorable. In voting terms the proposal requires a majority of votes cast and the Board has recommended a FOR vote with rationale centered on listing compliance and potential marketability benefits.
Authorize, to comply with Nasdaq Rule 5635(d), the issuance of common stock upon conversion of Series A Convertible Preferred Stock, including issuance exceeding 19.99% of outstanding common stock on Feb 6, 2026, and approval of a conversion floor price equal to 20% of Nasdaq Minimum Price.
This management proposal seeks shareholder approval to satisfy Nasdaq Listing Rule 5635(d) for the previously executed private placement of Series A Convertible Preferred Stock. Specifically, the board requests authorization to issue the common shares issuable upon conversion of the Series A Preferred—including shares that would exceed the 19.99% issuance threshold— and to approve the Floor Price at which conversion may occur, set at 20% of the Nasdaq-defined Minimum Price. Management frames the request as a regulatory compliance action necessary to enable the financing consummated in February 2026 to function as intended, permitting holders of the Series A Preferred to convert into common stock under the Certificate of Designation’s terms. The proposal could have dilutive effects on existing stockholders and might lead to downward pressure on market price if converted shares are sold into the market; the company discloses these dilution risks. The board recommends a FOR vote, arguing that approval is necessary to comply with Nasdaq rules and to honor the financing agreements that provide capital to the Company.
Approve, for Nasdaq Rule 5635(d) compliance, issuance of 19.99% or more of common stock under the ELOC Purchase Agreement with Arena Business Solutions Global SPC II, Ltd., permitting the Company to issue shares in excess of the Exchange Cap to access up to $100 million in equity financing.
This management proposal asks shareholders to authorize issuances of 20% or more of outstanding common stock under the Equity Line of Credit (ELOC) Agreement with Arena Business Solutions Global SPC II, Ltd., entered into on November 11, 2025. The company has an agreement allowing Arena to purchase up to $100 million of common stock subject to conditions including registration statements and Advance Notices. Because Nasdaq Listing Rule 5635(d) requires shareholder approval when issuances could equal 20% or more of outstanding shares at a price below the Minimum Price, the board seeks pre-approval to exceed the Exchange Cap and thereby preserve the ability to draw on the ELOC. Management argues the ELOC provides a flexible, reliable capital source to fund operations and growth; without approval the company may be unable to access those funds and would need to find alternative, potentially more costly financing. The proposal carries dilution risk to existing shareholders and could depress market price if many shares are issued and sold; the board discloses this tradeoff and recommends a FOR vote, asserting that the potential capital availability outweighs dilution risks given the company's capital needs.
Amend the articles of incorporation to increase authorized common stock from 490,000,000 to 700,000,000 shares to provide flexibility for future issuances for financing, acquisitions, employee compensation, and other corporate purposes.
This management proposal requests shareholder approval to amend the Certificate of Incorporation to increase authorized common shares from 490 million to 700 million. Management contends the increase is necessary to ensure sufficient authorized but unissued shares are available to support capital-raising initiatives, acquisitions, employee and director stock compensation, and other corporate needs without the delay of further shareholder votes. The proposal will not immediately dilute existing holders but would enable future issuances that could dilute current ownership; management discloses this risk. The board states it is not proposing the amendment for anti-takeover purposes, though it acknowledges that increased authorized shares could, under some circumstances, have anti-takeover effects. The board recommends a FOR vote, arguing the increase preserves flexibility and is in the company's and shareholders’ best interest for operational and strategic reasons.
Approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies to obtain approval for Proposals 1–4 if there are insufficient votes at the time of the meeting.
This management proposal seeks shareholder authorization to adjourn the Special Meeting one or more times, if necessary, to solicit additional proxies to obtain approval for Proposals 1–4. The board requests this procedural authority to ensure that, if there are not sufficient votes at the meeting, the company can adjourn and continue solicitation efforts without reconvening at a later date and repeating notice procedures. Approval would facilitate obtaining the necessary votes to implement significant corporate actions such as the Reverse Stock Split, Series A Preferred conversions, and ELOC issuances. The proposal is routine and procedural but important operationally: without it, failure to obtain votes could force the company to abandon transactions or seek alternative financing. The board recommends a FOR vote to preserve strategic flexibility.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | UBS Group AG | 14.8% | 191,499 | $197K |
| 2 | MORGAN STANLEY | 5.9% | 76,955 | $79K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 3.3% | 42,928 | $44K |
| 4 | Crossingbridge Advisors, LLC | 1.9% | 24,348 | $7K |
| 5 | Crewe Advisors LLC | 1.6% | 20,335 | $21K |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 7,859 | $8K |
| 7 | TORONTO DOMINION BANK | 0.4% | 5,000 | $5K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 2,856 | $3K |
| 9 | Tower Research Capital LLC (TRC | 0.2% | 2,174 | $2K |
| 10 | CITIGROUP INC | 0.1% | 1,846 | $2K |
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