Not independent
Tenure on this board
7.1 yrs
5 nominees · 6 ballot items.
The annual meeting includes six proposals: (1) election of directors, (2) ratification of the independent auditor, (3) approval of the 2023 Equity Incentive Plan amendment to add 10,000,000 shares, (4) issuance of shares issuable upon conversion of Series B Preferred Stock to B. Riley under the Purchase Agreement, (5) authorization to increase the authorized common stock from 300,000,000 to 1,300,000,000 shares, and (6) adjournment of the meeting to solicit additional proxies if needed.
Election of five directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of Semple, Marchal & Cooper, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Increase the number of shares of common stock available under the 2023 Equity Incentive Plan by ten million (10,000,000) shares.
Authorize, to comply with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock issuable upon conversion of Series B Preferred Stock to B. Riley under the Purchase Agreement, up to $15.0 million and up to 39,062,500 shares upon conversion at the minimum conversion price, subject to the Exchange Cap and 9.99% ownership limit.
Increase the authorized number of shares of common stock from 300,000,000 to 1,300,000,000.
Approve adjournment of the Annual Meeting to a later date to permit further solicitation and vote of proxies if necessary to obtain quorum or the votes for proposals 3, 4, and 5.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.62% | 731,878 | $253K |
| 2 | UBS Group AG | 1.18% | 534,228 | $185K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.95% | 432,407 | $149K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.41% | 186,866 | $65K |
| 5 | MERCER GLOBAL ADVISORS INC /ADV | 0.32% | 144,896 | $50K |
| 6 | STATE STREET CORP | 0.29% | 130,698 | $45K |
| 7 | CITADEL ADVISORS LLC | 0.25% | 111,481 | $39K |
| 8 | NORTHERN TRUST CORP | 0.24% | 108,822 | $38K |
| 9 | XTX Topco Ltd | 0.18% | 83,657 | $29K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.18% | 81,803 | $28K |
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