Not independent
Tenure on this board
3.8 yrs
Also a director at
Nutex Health Inc (NUTX)General Purpose Acquisition Corp (GPAC)Veraxa Biotech Holding AG (VRXA)
7 nominees · 3 ballot items.
Election of seven directors; approval to issue up to 5.0 million shares (or securities convertible into shares) in non-public transactions equal to 20%+ of outstanding stock in accordance with Nasdaq Rule 5635(d) to raise up to $10.0 million; and ratification of Prager Metis CPA’s LLC as independent auditor for fiscal 2026.
Election of seven named nominees to serve one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
Seek stockholder approval to issue up to 5.0 million shares or securities convertible into shares (max $10.0M) in non-public transactions at up to 25% discount within three months (or up to six with Nasdaq approval) as required by Nasdaq Rule 5635(d).
This management proposal requests authority to issue up to 5.0 million shares, or securities convertible into shares, in one or more non-public transactions (or series of transactions) representing 20% or more of the company’s outstanding shares, subject to Nasdaq Rule 5635(d), to allow the company to raise up to $10.0 million at discounts up to 25% within a three-month window following shareholder approval (extendable to six months with Nasdaq approval). Management seeks this authority because the company continues to face low trading prices and liquidity needs that make public ATM offerings insufficient or slow, and they previously used ATM methods to raise capital but desire an alternative non-public route to move quickly when opportunities arise. The proposal specifies maximum share and dollar amounts, maximum discount, and timing constraints, describes potential dilution and anti-takeover effects, and notes that approval is needed to comply with Nasdaq rules if such issuance is sought. The Board recommends a FOR vote, arguing that maintaining flexibility for capital raising is in the best interests of the company and its stockholders given current market conditions and operational funding needs.
Ratify the audit committee’s selection of Prager Metis CPA’s LLC to serve as independent auditor for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 1.66% | 49,200 | $108K |
| 2 | BlackRock, Inc. | 1.17% | 34,708 | $76K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% | 20,820 | $46K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.68% | 20,155 | $44K |
| 5 | CITADEL ADVISORS LLC | 0.64% | 19,071 | $42K |
| 6 | XTX Topco Ltd | 0.54% | 16,093 | $35K |
| 7 | STATE STREET CORP | 0.34% | 10,099 | $22K |
| 8 | JANE STREET GROUP, LLC | 0.26% | 7,763 | $17K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.18% | 5,413 | $12K |
| 10 | JANE STREET GROUP, LLC | 0.14% | 4,170 | $9K |
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