Not independent
Tenure on this board
1.5 yrs
Also a director at
Red Cat Holdings Inc (RCAT)
5 nominees · 4 ballot items.
Elect five directors; ratify Salberg & Company, P.A. as independent auditors for 2026; approve potential future amendments to the Company’s Equity Line of Credit (excluding increasing the $20 million cap); and approve adjournment of the Annual Meeting if additional solicitation is needed.
To elect five directors to the Board of Directors (Nicholas R. Liuzza, Jr.; Joseph Caltabiano; Joseph Freedman; Francis Knuettel, II; Stephen Romano).
To ratify the selection of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve potential future amendments or modifications to the provisions of the Company’s Equity Line of Credit (ELOC) that the Company and the Purchaser may adopt, including amendments to pricing per share, provided the maximum total dollar amount of sales remains $20 million.
This management proposal asks shareholders to pre-approve the Company’s ability to adopt future amendments to its existing Equity Line of Credit Agreement with C/M Capital Master Fund LP (the Purchaser) without returning to shareholders for each such amendment, provided the $20 million cap on total sales remains unchanged. Management presents this request to preserve financing flexibility to adjust mechanics such as pricing per share or other adjustment terms that determine the number of shares issuable under the ELOC, while ensuring compliance with Nasdaq Rule 5635(d) which can require stockholder approval for certain dilutive non-public issuances. The Board frames the ELOC as an important source of working capital for a capital‑intensive mortgage and real-estate lending business and notes prior utilization of approximately $9.8 million of the $20 million facility to date. Approval would allow the Company and the Purchaser to implement commercially negotiated amendments more quickly, reducing transaction timing risk and administrative burden from calling a special shareholder vote for future technical changes. The company also notes it must register shares to be sold under the ELOC and that its ability to raise material amounts depends on the future liquidity of its common stock. From a shareholder perspective, the proposal preserves the existing dollar cap but permits changes to per-share pricing and adjustment terms that can materially affect dilution and the pace of issuance; that tradeoff is central to evaluating the proposal. The proxy highlights that broker non-votes are not counted as votes cast on this non-routine matter, meaning retail shareholders and instructed brokers will be decisive. The Board recommends FOR the proposal on the basis that the increased flexibility will help maintain capital access and support compliance with Nasdaq listing requirements, while retaining the $20 million aggregate limit to constrain total dilution.
To approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote.
This proposal asks shareholders to grant the Board the authority to adjourn the Annual Meeting to a later date or time to permit additional solicitation of proxies if necessary to obtain sufficient votes to approve one or more proposals. Management seeks this authorization as a procedural contingency to address situations where a quorum is present but the votes cast are insufficient to pass particular proposals, or where additional outreach to stockholders may change the outcome. The Board’s rationale is to avoid having to reconvene or hold a separate special meeting and to provide flexibility to continue solicitation without disrupting corporate operations. For investors, approval means that votes already submitted can be revoked before the reconvened meeting, and it permits the company to seek more informed shareholder participation. The proposal is typically viewed as pro-management and routine in governance practice, but it has the practical effect of extending the solicitation timeline, which could delay final results and any immediate effects of the other proposals. The proxy also notes that under the Bylaws the Chairman has authority to adjourn if a quorum is not present; this vote supplements that ability to adjourn for the purpose of further solicitation even when a quorum exists. The Board recommends a vote FOR the adjournment proposal to ensure flexibility to secure necessary approvals and to facilitate completion of the meeting’s business if initial voting is insufficient.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.34% | 1,098,851 | $1M |
| 2 | MML INVESTORS SERVICES, LLC | 1.92% | 630,700 | $769K |
| 3 | PERKINS CAPITAL MANAGEMENT INC | 0.72% | 238,000 | $290K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.69% | 227,822 | $278K |
| 5 | EMG Holdings, L.P. | 0.59% | 195,781 | $239K |
| 6 | GSA CAPITAL PARTNERS LLP | 0.53% | 174,799 | $213K |
| 7 | NewEdge Advisors, LLC | 0.52% | 169,700 | $207K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.40% | 130,695 | $159K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.36% | 120,043 | $146K |
| 10 | LPL Financial LLC | 0.35% | 114,383 | $140K |
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