Not independent
Tenure on this board
2.9 yrs
8 nominees · 2 ballot items.
Approve an amendment to the Certificate of Incorporation to permit the Board to effect one or more reverse stock splits of Class A Common Stock at a ratio between 1-for-5 and 1-for-25 to regain Nasdaq compliance and increase per-share price, and approve adjournment(s) of the Special Meeting to permit further solicitation of proxies if necessary.
Amend the Company’s Second Amended and Restated Certificate of Incorporation to permit the Board, at its discretion, to effect one or more reverse stock splits of Class A Common Stock at a ratio of 1-for-5 to 1-for-25 (aggregate not to exceed 1-for-25) at any time prior to or on December 31, 2026, to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement and improve trading liquidity.
Approve one or more adjournments of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Proposal or to constitute a quorum.
The Adjournment Proposal asks shareholders to grant the Board authority to adjourn the Special Meeting one or more times if necessary to solicit additional proxies to obtain approval of the Reverse Stock Split Proposal or to achieve a quorum. Management seeks this approval to preserve flexibility in the event there are insufficient votes in favor of Proposal 1 at the time of the meeting; an adjournment would enable further outreach to stockholders and potential revocation of previously submitted proxies. The proposal is routine in the context of a contingent transaction vote and does not itself change governance or substantive rights; it is procedural relief to facilitate shareholder voting for Proposal 1. The Company requires a majority of the shares represented at the meeting to approve an adjournment, and broker non-votes will not count toward approval absent specific broker authority. The Board unanimously recommends the adjournment if necessary, emphasizing that this measure is intended solely to secure additional votes for the primary transaction (the Reverse Stock Split). Approving the adjournment reduces the risk that the meeting will be held without sufficient support or quorum, but it also prolongs uncertainty for investors and may increase solicitation costs. Voters should weigh whether they prefer immediate resolution versus providing the Board more time to seek approval for the reverse split. Because the adjournment is conditional and procedural, it generally carries limited independent economic effect outside its role in enabling Proposal 1 to pass.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 19.82% | 15,300,000 | $12M |
| 2 | Bleichroeder LP | 8.10% | 6,250,000 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.14% | 880,214 | $697K |
| 4 | DSG Capital Advisors, LLC | 0.81% | 625,000 | $474K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.56% | 429,274 | $340K |
| 6 | Focus Partners Wealth | 0.55% | 425,310 | $337K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.38% | 296,679 | $235K |
| 8 | Arcus Capital Partners, LLC | 0.24% | 187,573 | $149K |
| 9 | ExodusPoint Capital Management, LP | 0.24% | 182,354 | $144K |
| 10 | UBS Group AG | 0.23% | 180,361 | $143K |
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