2 ballot items.
Vote on (1) a Nasdaq Rule 5635(a)/(d) approval to issue Class A common stock in connection with the IndiCue acquisition and conversions/interest under outstanding convertible notes, and (2) an adjournment authorization to solicit additional proxies if Proposal 1 does not receive sufficient votes.
Request stockholder approval under Nasdaq Listing Rule 5635(a) and (d) to issue shares of Class A common stock in connection with (i) payment of part of the purchase price and potential earnout amounts for the acquisition of IndiCue, Inc. and (ii) conversion of and payment of interest on outstanding convertible notes, without regard to issuance limitations under those agreements.
This management proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(a) and (d), the issuance of Class A common stock that would be issuable in connection with the purchase-price and potential earnout payments for the recently completed acquisition of IndiCue, Inc., and the conversion and interest payments under $13.0 million of convertible notes the Company issued in February 2026. Management is seeking shareholder approval because Nasdaq rules would treat these issuances as subject to the 20% and Acquisition Rule limits, and the combined potential issuances exceed those thresholds, so shareholder approval is required to issue the full amounts in stock rather than being restricted. The proposal would, if approved, permit up to the calculated aggregate (21,805,701 shares based on specified pricing assumptions) to be issued and would relieve the Company of the restrictions that otherwise limit issuance under the IndiCue Agreement and the Notes. Management emphasizes that without approval the Company may be forced to satisfy these obligations in cash, which could require additional financing and materially impair liquidity and financial condition. The proxy statement discloses potential dilution, including specific categories of Conversion Shares, Interest Shares, Purchase Price Shares and Earnout Shares, and notes that sale into the market of these shares could materially and adversely affect the market price of the common stock and earnings per share. The Board additionally notes that the issuance could have anti-takeover effects by increasing outstanding voting shares and making a change of control more difficult. The Board unanimously recommends a vote FOR this proposal on the basis that approval provides the Company flexibility to meet its obligations and preserve cash, avoid breaches of contract, and support business operations. Investors should weigh the immediate liquidity benefits and contractual flexibility against the substantial dilution and market-pressure risk associated with the potential issuance.
Request authority to adjourn the Special Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes to approve the Nasdaq Proposal.
This management proposal seeks shareholder authorization to adjourn the Special Meeting if there are not sufficient votes to approve the Nasdaq Proposal, granting the Board discretion to postpone the meeting to solicit additional proxies. Management advances this adjournment authority as a procedural mechanism to enable further outreach to shareholders and potentially change vote outcomes without requiring a new meeting notice if adjourned for 30 days or less. The proposal also contemplates that, if presented, the adjournment vote would be the only matter voted on at the Special Meeting, meaning the Nasdaq Proposal might not be considered unless the adjournment is not approved or is not necessary. The Board recommends the adjournment authority because it believes additional solicitation may secure approval of the Nasdaq Proposal, avoiding the cash burdens and contractual consequences described by management if that proposal fails. Approving the adjournment could allow management to solicit previously-voted shareholders to change their votes and marshal sufficient support. Opponents might view the adjournment authority skeptically as permitting management to indefinitely delay shareholder decision-making or to employ additional persuasion to obtain a desired outcome. The proposal is routine in governance mechanics but has strategic significance in that it affects whether the substantive Nasdaq Proposal will be decided at the scheduled meeting. The Board unanimously recommends a vote FOR the Adjournment Proposal to preserve flexibility to pursue shareholder approval of Proposal 1.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CORSAIR CAPITAL MANAGEMENT, L.P. | 3.87% | 920,150 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.96% | 704,005 | $2M |
| 3 | Corient Private Wealth LP | 2.32% | 551,487 | $2M |
| 4 | CITADEL ADVISORS LLC | 0.92% | 218,984 | $650K |
| 5 | T3 Companies, LLC | 0.74% | 175,272 | $521K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.63% | 148,825 | $442K |
| 7 | BlackRock, Inc. | 0.54% | 129,200 | $384K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.45% | 107,953 | $321K |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.43% | 102,025 | $303K |
| 10 | MARSHALL WACE, LLP | 0.42% | 99,025 | $294K |
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