Not independent
Tenure on this board
0.3 yrs
Also a director at
Miami International Holdings Inc (MIAX)
2 nominees · 6 ballot items.
Election of two directors; approval of issuance of shares upon exercise of Strategic Advisor Warrants; approval of issuance of shares upon exercise of Cryptocurrency Pre-Funded Warrants; approval of issuance of Advisor RSUs and shares upon settlement to placement agent; approval to amend 2023 Equity Incentive Plan to add 7,000,000 shares; authorization to adjourn the special meeting if insufficient votes.
To elect two new directors (Jill E. Sommers and William Wiley) to the Board of Directors.
To approve, under Nasdaq Listing Rule 5635(a), issuance of Common Stock upon exercise of Strategic Advisor Warrants issued to strategic advisors under the Strategic Advisor Agreement.
This management proposal asks shareholders to approve, pursuant to Nasdaq Listing Rule 5635(a), the issuance of shares upon exercise of Strategic Advisor Warrants issued to strategic advisors (including DRW Canton Investments LLC as the Lead Advisor) in connection with a Strategic Advisor Agreement entered on November 3, 2025. The warrants equal 5.0% of the aggregate shares sold in the related offering on a fully diluted basis and have an exercise price of $0.001; they are subject to vesting tied to either effectiveness of a registration statement or shareholder approval. Management seeks approval because Nasdaq rules require shareholder approval where an issuance could equal or exceed 20% of outstanding shares, and the company contracted to issue these warrants as compensation for strategic advisory and services related to crypto/digital asset strategy. The board recommends approval because compliance with Nasdaq rules is necessary to allow the warrants to be exercisable, to finalize the strategic advisor arrangements, and to ensure the company can access the advisors’ services; denial would leave the warrants unexercisable, frustrate the strategic relationship, and potentially require renegotiation or forfeiture. The proposal includes certain transfer and lock-up restrictions on shares issued upon exercise; related agreements and forms of the warrants are filed as exhibits to an 8-K. The practical effect of approval would be dilution to existing shareholders but enable the company to implement its crypto-related strategic and treasury initiatives backed by advisors; the board views those benefits as outweighing the dilution and therefore unanimously recommends a FOR vote.
To approve, under Nasdaq Listing Rule 5635(a), issuance of Common Stock upon exercise of Cryptocurrency Pre-Funded Warrants issued in connection with acceptance of Canton Coin cryptocurrency in a private placement.
Management seeks shareholder approval under Nasdaq Rule 5635(a) to permit issuance of shares upon exercise of Cryptocurrency Pre-Funded Warrants sold in a private placement where purchasers tendered Canton Coin as consideration. Each pre-funded warrant converts to one share at $0.0001; shareholder approval is necessary because the potential issuance may exceed 20% of outstanding shares. Approval enables the company to accept and convert crypto consideration into equity commitments without violating Nasdaq rules; disapproval would render those pre-funded warrants non-exercisable and frustrate the private placement. The board recommends FOR given the strategic financing and treasury flexibility provided by accepting cryptocurrency, balanced against dilution; the proposal is procedural and tied to compliance with Nasdaq listing rules.
To approve, under Nasdaq Listing Rule 5635(c), issuance of Advisor RSUs and the shares issuable upon settlement of 162,601 Advisor RSUs granted to Clear Street LLC as placement agent in the private placement.
This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(c) to issue 162,601 restricted stock units to Clear Street LLC as consideration for placement agent services in a November 3, 2025 private placement. The RSUs vest on the earlier of shareholder approval or March 15, 2026, and will be forfeited if approval is not obtained; they carry no purchase price and include standard adjustment and beneficial ownership limitations (default 9.99%, option to elect 4.99%). Management seeks approval to comply with Nasdaq rules classifying the placement agent as a consultant and to ensure the company honors the agreed compensation for capital-raising services. Approval will dilute shareholders modestly but avoids renegotiation or forfeiture of the placement agent’s compensation and supports the closing of the financing; the board recommends FOR because the services provided facilitated the private placement and the RSUs are a customary form of compensation for such services.
To approve an amendment to the Amended and Restated 2023 Omnibus Equity Incentive Plan to increase shares available for issuance by 7,000,000.
Management requests shareholder approval to amend the company’s 2023 Omnibus Equity Incentive Plan to add 7,000,000 shares to the plan’s reserve (increasing total reserved shares from 2,000,000 to 9,000,000 per the Second Amendment). The board argues that additional share capacity is necessary to attract, retain, and motivate employees, directors, and consultants—especially following recent hiring and the adoption of a Canton Coin treasury strategy—and to avoid having to replace equity compensation with cash, which could increase cash expenses and misalign incentives. The amendment is procedural but will have meaningful dilution over time; it also affects certain outstanding RSU grants that are contingent on approval. Management recommends FOR, citing recruitment and retention needs, alignment of interests, and customary practice to maintain a share pool for equity-based compensation.
To authorize one or more adjournments of the Special Meeting to solicit additional proxies if there are insufficient votes to approve Proposals 1–5.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARK Investment Management LLC | 5.3% | 3,695,084 | $12M |
| 2 | Valor Management LLC | 1.6% | 1,084,011 | $4M |
| 3 | BlackRock, Inc. | 1.1% | 765,829 | $3M |
| 4 | Amova Asset Management Americas, Inc. | 1.0% | 728,167 | $2M |
| 5 | Sumitomo Mitsui Trust Group, Inc. | 1.0% | 728,167 | $2M |
| 6 | Clear Street Group Inc. | 0.9% | 652,243 | $2M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.8% | 562,000 | $2M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 452,680 | $1M |
| 9 | BLAIR WILLIAM CO/IL | 0.5% | 374,692 | $1M |
| 10 | MILLENNIUM MANAGEMENT LLC | 0.5% | 359,183 | $1M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.