5 nominees · 4 ballot items.
Stockholder votes will be held on four management-proposed items: (1) Star Purchase/Star Agreement and related issuances, (2) issuance of 3,191,400 shares upon exercise of warrants, (3) issuance of shares in excess of Nasdaq Rule 5635(d) limit in connection with the Equity Line of Credit, and (4) issuance of shares in excess of Nasdaq Rule 5635(d) limit in connection with the conversion of the Series A Convertible Preferred Stock. Board recommends voting FOR all four proposals.
Approval of the Amended and Restated Securities Purchase Agreement and Call Option (the Star Agreement) relating to the Company’s acquisition of Star and the issuance of Company Common Stock, Star Warrants and cash consideration, including related Nasdaq Rule 5635 approvals and change-of-control implications.
Approval of the issuance of 3,191,400 shares of Common Stock upon exercise of warrants issued to two investors under the September 4, 2025 Securities Purchase Agreement, subject to adjustment and regulatory approvals.
Approval to issue shares above the 19.99% Nasdaq limit (ELOC Exchange Cap) in connection with the Equity Line of Credit, and to waive the ELOC Exchange Cap under the ELOC Purchase Agreement.
Approval to issue shares above the 19.99% Nasdaq limit in connection with the conversion of Series A Convertible Preferred Stock and related warrants; waiver of the Preferred Exchange Cap.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.1% | 647,030 | $464K |
| 2 | BlackRock, Inc. | 0.8% | 479,939 | $344K |
| 3 | UBS Group AG | 0.7% | 449,878 | $323K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 218,457 | $157K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.1% | 67,653 | $49K |
| 6 | BlackRock, Inc. | 0.1% | 51,257 | $37K |
| 7 | Virtu Financial LLC | 0.1% | 48,634 | $35K |
| 8 | NORTHERN TRUST CORP | 0.1% | 47,916 | $34K |
| 9 | STATE STREET CORP | 0.1% | 43,263 | $31K |
| 10 | Clearview Wealth Management LLC | 0.1% | 40,952 | $29K |
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