Fabricai Inc

This management proposal asks stockholders to approve, under Nasdaq Listing Rule 5635(d), the potential issuance of Common Stock (or securities convertible into Common Stock) related to several financing and commercial arrangements the Company entered into on April 27, 2026 and contemporaneous dates. The issuances include shares underlying newly issued Series K preferred stock and associated Investor Warrants from a private placement (which generated approximately $21.5 million gross proceeds), Placement Agent Warrants issued to a placement agent, Series J preferred stock issued to Kopin under a Joint Development and License Agreement, Consulting Warrants issued under an amended consulting agreement, and Waiver Warrants issued to certain preferred holders in connection with omnibus amendments. Nasdaq rules require shareholder approval when such non-public transactions could issue 20% or more of outstanding Common Stock at a price below a specified minimum; the Company therefore seeks approval to permit conversions and exercises that could, in the aggregate, exceed that threshold. The Board frames the financings as necessary to fund the Kopin development agreement and general corporate needs and as the best available alternative after exploring other options; it also negotiated registration rights, conversion terms, dividend and protective provisions for the preferred securities, and certain covenants that restrict further dilutive transactions absent consent. Approval would allow the Company to settle conversions and warrant exercises without violating Nasdaq listing rules, avoid restrictions on conversion/exercise mechanics, and facilitate the planned collaboration and financing; rejection would constrain holders’ ability to convert/ exercise and could trigger contractual limits and additional required meetings. The Board recommends a FOR vote because it believes the financing strengthens the Company’s liquidity position to execute the JDA and other commitments, and because stockholder approval is required to preserve Nasdaq compliance and to implement the transaction terms negotiated with investors.

The proposal asks stockholders to approve the Fifth Amendment to the Company’s long-term equity incentive plan, increasing the share reserve from 400,000 to 5,000,000 shares (an incremental 4.6 million). Management argues the increase is necessary to grant equity awards needed to attract, retain and motivate employees, contractors, and directors, and specifically to accommodate anticipated awards related to the Kopin Joint Development and License Agreement and potential future conversion/exercise-driven dilution. The Board considered existing convertible securities and outstanding warrants and concluded that, on a fully diluted basis, additional authorized shares are prudent to preserve ability to grant meaningful equity awards without being constrained by imminent conversions and exercises. The amendment increases available shares comprehensively (including for incentive stock options) and is structured to reuse forfeited or cancelled shares. Approving the amendment will reduce the likelihood the Company must seek frequent additional share authorizations under time pressure, but will also increase potential dilution to existing shareholders. The Board recommends approval, noting the need to balance competitive compensation practices against dilution and stating that the amendment reflects judgment about likely near-term needs given current financings and commercial commitments. The proposal includes standard tax and administration provisions and will require a stockholder majority to pass.

This is a non-binding, advisory proposal asking stockholders to approve the Company’s executive compensation disclosure (the ‘‘say-on-pay’’ vote). Management is asking for a yes vote to endorse the pay structure for the named executive officers as presented in the proxy, which emphasizes base salary plus long-term equity awards intended to align executives with long-term value creation. The Compensation and Human Resources Committee will consider the outcome in future decisions, though the vote is advisory and not binding. Key contextual factors include recent sizeable option grants and increases in CEO compensation and equity targets, significant outstanding convertible preferred stock and warrants that may dilute current shareholders, and the Company’s stated focus on using equity to retain management during key development and commercialization activities (including the Kopin JDA). A vote FOR would signal stockholder support for the committee’s current approach to mix and levels of pay; a vote AGAINST or large negative vote would likely prompt the Committee to engage with stockholders and potentially revisit compensation design, disclosures, or metrics. The Board recommends FOR based on its view that the program attracts and retains necessary executive talent and aligns compensation with long-term performance.

This advisory proposal asks stockholders to indicate their preferred frequency for future say-on-pay votes: every one, two, or three years. The Board recommends every three years because the Company’s executive equity awards are designed for multi-year vesting and to permit sufficient time to assess long-term outcomes and implement any changes arising from stockholder feedback. Management also argues less frequent votes give the Compensation Committee time to consider and respond constructively to feedback and reduce administrative burden. A plurality or majority for a specific frequency will be deemed the stockholders’ preference (non-binding), and the Board will consider the result in setting future practice. Although advisory, the vote serves as an important signal on governance preferences and can influence how the Company engages with stockholders on pay practices.

This proposal asks stockholders to grant the proxies authority to adjourn or postpone the meeting to a later date to allow additional solicitation if one or more proposals lack sufficient votes for approval. Management seeks flexibility to reconvene the meeting without re-soliciting proxies in a manner that would be more burdensome and costly; this is a common procedural measure intended to avoid multiple separate meetings. Approving the adjournment authority typically aids the Board in securing approvals for complex or contested proposals (for example, the Issuance Proposal or Incentive Plan Amendment) by giving the Company time to engage with large holders and solicit additional votes. Opponents may view adjournment authority as a device that could be used to pressure or continue solicitations to reverse initial stockholder opposition; supporters argue it simply provides a pragmatic mechanism to complete business and protect the interests of all stockholders by seeking broader participation. The Board recommends FOR, citing the need to ensure sufficient votes to effectuate important corporate actions.