8 nominees · 4 ballot items.
The special meeting will consider four management proposals: Issuance of shares under Inducement Letters, a reverse stock split, increase in authorized shares, and adjournment to solicit more proxies.
Authorize the issuance of shares underlying New Series C and New Series D warrants and Placement Agent warrants to be issued as part of a warrant inducement/private placement, potentially equal to or exceeding 20% of our outstanding common stock; Nasdaq Rule 5635(d) requires stockholder approval; expected gross proceeds about $2.2 million.
Authorize an amendment to the Charter to effect a reverse stock split within a 1-for-5 to 1-for-15 ratio, to be determined by the Board and announced publicly; Board discretion to implement within 12 months; intended to increase share price/liquidity; may affect market cap and liquidity; Board may choose not to implement.
Approve amendment to increase authorized Common Stock from 100,000,000 to 5,000,000,000 shares; Board may implement at its discretion within 12 months; intended to provide flexibility for financing, equity compensation plans, strategic transactions; no immediate dilution to current holders; Board discretion to delay/abandon.
Approve an adjournment to a later date to allow further solicitation and voting if there are not sufficient votes on the Issuance, Reverse Stock Split, or Authorized Stock Increase proposals; allows continuation of proxy solicitation; board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 0.87% | 31,910 | $62K |
| 2 | AdvisorShares Investments LLC | 0.46% | 16,974 | $33K |
| 3 | UBS Group AG | 0.06% | 2,325 | $5K |
| 4 | UBS Group AG | 0.03% | 1,285 | $2K |
| 5 | Tower Research Capital LLC (TRC | 0.03% | 1,102 | $2K |
| 6 | JONES FINANCIAL COMPANIES LLLP | 0.03% | 1,000 | $2K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.01% | 239 | $463 |
| 8 | SBI Securities Co., Ltd. | 0.00% | 83 | $161 |
| 9 | BlackRock, Inc. | 0.00% | 51 | $99 |
| 10 | Tower Research Capital LLC (TRC | 0.00% | 1 | $2 |
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