Not independent
Tenure on this board
7.5 yrs
5 nominees · 4 ballot items.
Stockholders will vote on the election of five directors, ratification of Semple, Marchal & Cooper, LLP as independent auditor, approval of a 1-for-2 to 1-for-50 reverse stock split, and authorization to adjourn the Annual Meeting if needed to obtain a quorum or additional votes for the reverse stock split.
Elect five nominees—Phillip Balatsos, Mohsen (Michael) Khorassani, Andrew Hancox, David G. Jemmett, and Andrew K. McCain—to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, 2026.
Approve an amendment authorizing the Board, in its sole discretion, to effect a reverse split of the outstanding common stock at a ratio between 1-for-2 and 1-for-50, with the exact whole-number ratio selected by the Board.
Proposal Three asks stockholders to approve a Charter amendment permitting a reverse stock split of the common stock at a ratio from 1-for-2 through 1-for-50. The Board would retain sole discretion to choose the exact whole-number ratio and whether and when to implement the split, although the filing states that the Board currently intends to proceed. Management’s principal objective is to raise the per-share trading price sufficiently to regain or maintain compliance with Nasdaq’s $1.00 minimum bid-price requirement. The Company received a Nasdaq deficiency notice after its stock closed below $1.00 for 30 consecutive business days and received an additional compliance period ending December 28, 2026. Management also believes a higher share price could broaden the investor base, improve marketability and liquidity, and assist future capital-raising efforts. The filing cautions that the split may fail to produce a sustained proportional price increase and could reduce liquidity, create odd lots, or reduce market capitalization. Authorized share capital would remain unchanged, effectively increasing the pool of authorized but unissued common shares, while outstanding equity awards and Series B preferred-stock conversion terms would be proportionately adjusted. The transaction is not intended to be a going-private transaction and would not materially alter common-stock voting rights or the special rights of the Series B preferred stock. The Board recommends voting FOR because it believes the flexibility to implement the split is in the Company’s and stockholders’ best interests and may improve the likelihood of continued Nasdaq listing and facilitate financing.
Authorize the proxy holders to adjourn or postpone the Annual Meeting to obtain a quorum or solicit additional votes if there are insufficient votes to approve the reverse stock split.
Proposal Four asks stockholders to authorize the proxy holders to adjourn or postpone the Annual Meeting when additional time is needed to obtain a quorum or secure approval of the Reverse Stock Split Proposal. The authority could be used if the meeting lacks enough represented shares to transact business. It could also be used if the Company has insufficient affirmative votes for the reverse stock split, including where proxies indicate that the proposal is likely to fail. An adjournment would permit management to solicit additional proxies and potentially persuade stockholders to change their votes. The proposal is therefore procedurally linked to Proposal Three rather than an independent strategic or capital-allocation decision. It gives the Board and proxy holders flexibility to continue the solicitation process without immediately forcing a vote on the reverse split. The filing does not identify any shareholder proponent or opposing statement. Management presents the authority as being in stockholders’ best interests because it could help establish a quorum or enable consideration of the reverse split after further solicitation. The Board recommends voting FOR the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.61% | 731,878 | $203K |
| 2 | CITADEL ADVISORS LLC | 1.09% | 496,974 | $138K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.67% | 305,056 | $85K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.41% | 186,866 | $52K |
| 5 | MERCER GLOBAL ADVISORS INC /ADV | 0.32% | 144,896 | $40K |
| 6 | STATE STREET CORP | 0.29% | 130,698 | $36K |
| 7 | NORTHERN TRUST CORP | 0.23% | 105,301 | $29K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.18% | 83,454 | $23K |
| 9 | XTX Topco Ltd | 0.17% | 76,520 | $21K |
| 10 | Quadrant Private Wealth Management, LLC | 0.07% | 30,000 | $8K |
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