Pete O heron
Not independent
Tenure on this board
New nominee
8 nominees · 1 ballot item.
Approval, for purposes of Nasdaq Listing Rule 5635(d), to permit issuance upon exercise of up to 8,163,266 shares of common stock pursuant to warrants issued under the June 25, 2026 Securities Purchase Agreement and up to 285,714 shares of common stock pursuant to warrants issued to the placement agent under the Engagement Letter, and to transact any other properly brought business.
Seek stockholder approval under Nasdaq Listing Rule 5635(d) to permit the issuance of up to 8,163,266 shares of common stock issuable upon exercise of warrants issued pursuant to the June 25, 2026 Securities Purchase Agreement and up to 285,714 shares issuable upon exercise of placement agent warrants issued pursuant to the Engagement Letter, in connection with the private placement (the Offering).
This management proposal asks shareholders to approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of up to 8,163,266 shares of common stock upon exercise of warrants issued in connection with a June 25, 2026 private placement (the SPA) and up to 285,714 shares issuable upon exercise of placement agent warrants issued under an Engagement Letter. Management seeks this approval because Nasdaq rules require shareholder consent when an issuance could equal 20% or more of outstanding shares at a price below the Minimum Price; without approval, the exercisability of the warrants could be restricted and the Company may face contractual liquidated-damages obligations under the SPA. The Company has already closed the Offering and issued the pre-funded warrants and warrants, and filed a resale registration statement that was declared effective on July 16, 2026, so the approval is a post-closing procedural and compliance step needed to permit the warrants to be exercisable in full under Nasdaq rules. The Board evaluated the transaction in the context of the Company’s cash position and liquidity needs and determined the Offering provided needed capital and strategic benefit, balancing this against dilution risk to existing shareholders. If approved, full exercise of the Warrants and Placement Agent Warrants would generate gross proceeds of approximately $6.0 million and $263,000 respectively, which management intends to use for working capital and general corporate purposes. The Board warns of adverse effects: potential dilution if warrants are exercised and downward pressure on the market price if large volumes are sold in the open market. If not approved, the Company may be required to pay liquidated damages or seek emergency financing, which could be materially adverse and distract management. The Board recommends a vote FOR to preserve the Company’s contractual position, avoid potential liquidity shortfalls, and enable potential future fundraising via warrant exercise while acknowledging the attendant dilution and market-impact risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Cascade Financial Partners, LLC | 1.63% | 108,828 | $103K |
| 2 | Fund Evaluation Group, LLC | 0.78% | 51,794 | $49K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.44% | 29,237 | $28K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.42% | 27,769 | $26K |
| 5 | Qube Research Technologies Ltd | 0.37% | 24,313 | $23K |
| 6 | BlackRock, Inc. | 0.27% | 18,238 | $17K |
| 7 | BARCLAYS PLC | 0.11% | 7,243 | $7K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.10% | 6,380 | $6K |
| 9 | Tower Research Capital LLC (TRC | 0.07% | 4,728 | $4K |
| 10 | OSAIC HOLDINGS, INC. | 0.04% | 2,404 | $2K |
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