Not independent
Tenure on this board
5.2 yrs
4 nominees · 8 ballot items.
Election of four directors; amend certificate to increase authorized common shares; authorize reverse stock splits (1-for-2 to 1-for-30); ratify independent auditors; approve issuance >19.99% under November Purchase Agreement with Alumni Capital LP; approve issuance >19.99% upon conversion/exercise under March Purchase Agreement (Series A Preferred and Series B/C Warrants); approve amendment and restatement of 2023 Stock Incentive Plan to increase share reserve; approve adjournment if needed.
Elect four director nominees—Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer—for one-year terms.
Amend the Certificate of Incorporation to increase authorized common shares from 200,000,000 to 750,000,000 shares.
Proposal asks stockholders to approve an amendment to the Company’s Certificate of Incorporation to increase authorized common shares from 200,000,000 to 750,000,000. Management seeks approval to provide flexibility for future capital raising, equity incentives, strategic transactions and other corporate purposes; the board believes current authorized shares are insufficient given outstanding warrants and reserved shares. Approval enables timely issuances without convening special meetings; board does not currently plan specific dilutive issuances other than contemplated financings in Proposals 5 and 6. The board recommends FOR, citing need to fund operations, prevent delay in financing, and provide flexibility for employee awards and strategic opportunities. Potential adverse effects include future dilution and possible discouragement of takeover attempts, though the board states no anti-takeover intent.
Amend Certificate of Incorporation and authorize the Board to effect one or more reverse stock splits of common stock at a ratio between 1-for-2 and 1-for-30, with exact ratio at Board’s discretion.
Management seeks approval to amend the Certificate of Incorporation to permit reverse stock splits at ratios from 1-for-2 to 1-for-30, with the Board having discretion to choose whether and when to effect a split and at what ratio within the approved range. The principal rationale is to avoid delisting from NYSE American due to low trading price, improve marketability and broaden investor interest, and comply with NYSE rules; company previously effected 1:30 and 1:6.66 splits. If implemented, reverse splits would reduce outstanding shares and increase per-share price, but may not achieve intended results, could reduce liquidity, and may increase authorized but unissued shares' relative availability causing dilution. The Board recommends FOR to maintain listing compliance and enable flexibility to respond to market conditions.
Ratify the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve issuance of more than 19.99% of outstanding shares (including shares underlying warrants) pursuant to the November 24, 2025 securities purchase agreement with Alumni Capital LP; approval would eliminate the 19.99% cap and allow exercise of November Warrants for additional proceeds.
This management proposal seeks stockholder approval to eliminate the 19.99% cap (November Exchange Cap) under the November Purchase Agreement so that Alumni Capital can exercise warrants issued in November 2025 to purchase additional shares exceeding that cap. The November Offering has closed, providing ~$1.5M in proceeds; warrant exercise could provide an additional ~$1.5M. Approval is required by NYSE American rules (Sections 713(a) and (b)) because the potential issuance could exceed 19.99% and could be treated as change of control. The Board recommends FOR, arguing the financing source is relatively low-cost and necessary given near-term liquidity needs; not approving could impair the company’s ability to raise capital and threaten operations. The proposal carries dilutive effects to existing shareholders and potential concentration of ownership; management believes benefits outweigh those risks.
Approve issuance of more than 19.99% of outstanding shares upon conversion of Series A Preferred Stock and upon exercise of Series B and C Warrants (or pre-funded warrants), pursuant to the March 18, 2026 securities purchase agreement.
Management requests stockholder approval to eliminate the March Exchange Cap so that the Series A Preferred Stock issued in March 2026 may convert into common stock and the Series B and C Warrants issued in that financing may be exercised, potentially resulting in issuance of a very large number of shares (up to ~170 million upon full exercise) and raising ~ $20.9M if fully exercised. Approval is required under NYSE American rules because these issuances could exceed 19.99% and might effect a change of control. The March financing provided ~$10.5M initial proceeds; full exercise could supply substantial liquidity. The Board recommends FOR, citing necessity of capital for operations; downsides include major dilution, potential share price pressure, and insider participation (CEO purchased securities). The proposal is material for corporate control and capitalization.
Approve amending and restating the 2023 Plan to increase its share reserve by 14,000,000 shares (contingent on approval of Proposal 6).
Management seeks approval to increase the 2023 Plan share reserve by 14,000,000 shares (to 15,009,177 total post-approval), contingent upon approval of Proposal 6, to provide equity incentives for employees, directors and consultants, and to maintain competitive compensation and retention. The company’s Board and Compensation Committee argue the current reserve is insufficient given option grants and anticipated hiring/retention needs; they quantify this increase as ~13.8% of pro forma shares assuming conversion of Series A Preferred Stock, and expect overhang to remain within industry norms. Approval would dilute existing shareholders and increase potential stock-based compensation expense; management contends these expenses are necessary to align interests and incentivize performance. The Board recommends FOR to maintain recruiting and retention capability critical to executing the business plan.
Authorize adjournment of the Annual Meeting to a later date/time, if necessary, to permit further solicitation and vote of proxies if insufficient votes are present to approve any proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 2.90% | 469,159 | $110K |
| 2 | UBS Group AG | 0.19% | 30,205 | $7K |
| 3 | StoneX Group Inc. | 0.14% | 22,464 | $5K |
| 4 | Tower Research Capital LLC (TRC | 0.09% | 15,000 | $4K |
| 5 | CITIGROUP INC | 0.01% | 1,705 | $399 |
| 6 | Dauntless Investment Group, LLC | 0.01% | 1,000 | $234 |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.00% | 719 | $168 |
| 8 | FMR LLC | 0.00% | 150 | $35 |
| 9 | Tower Research Capital LLC (TRC | 0.00% | 85 | $20 |
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