Not independent
Tenure on this board
0.1 yrs
5 nominees · 9 ballot items.
Election of five directors; approval of issuance of Class A common stock to holder of promissory notes and to holder of preferred stock/warrants (both per Nasdaq Rule 5635(d)); approve amendment to 2021 Stock Incentive Plan to add 50,492,075 shares; approve amendment to Certificate of Incorporation to increase authorized common and preferred shares; approve reverse stock split up to 1-for-150; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of say-on-pay (one, two or three years); and approval to adjourn the meeting to solicit additional proxies if needed.
Elect five directors named in the proxy statement to hold office until the 2027 annual meeting.
Approve issuance of Class A common stock in connection with a notes purchase agreement (NPA) that could result in issuance exceeding 20% of outstanding shares, requiring NASDAQ Rule 5635(d) approval.
This management proposal requests stockholder approval under Nasdaq Listing Rule 5635(d) to permit the issuance of Class A common stock and related securities in connection with a notes purchase agreement entered into on April 16, 2026. The NPA contemplates issuance of an A-1 Note and a secured B Note for aggregate proceeds of $45 million, with detailed terms including original issue discounts, monitoring fees, redemption mechanics, and conversion/exchange mechanics that could result in issuance exceeding 20% of outstanding shares. Management seeks approval to comply with Nasdaq rules and preserve the Company’s ability to close the contemplated 2026 Secured Financing, which management views as critical to providing near-term financing. The Board recommends a vote FOR, emphasizing compliance with listing rules and access to needed financing, while disclosing investor protections including secured interest, deposit account controls and conversion limits tied to shareholder approval and Nasdaq pricing thresholds. The proposal involves complex dilutive mechanics and contingent share issuance tied to market-based formulas and redemption mechanics that sophisticated investors should evaluate against potential dilution, anti-dilution protections, and the Company’s capital needs and Nasdaq compliance status.
Approve issuance of Class A common stock in connection with an amended securities purchase agreement providing convertible preferred stock and warrants that could exceed 20% of outstanding shares, requiring NASDAQ Rule 5635(d) approval.
Management seeks stockholder approval under Nasdaq Listing Rule 5635(d) for issuance of Class A common stock upon conversion of Convertible Preferred Stock and exercise of related warrants issued under an amended securities purchase agreement, the GKA Financing. The SPA increased the purchase amount to $12 million, issued limited common shares and a series of Convertible Preferred Stock convertible at an amended price and included a 4-year warrant exercisable at $1.50 per share subject to delivery milestones and ownership limits. Management’s stated purpose is to obtain financing on terms negotiated with an accredited investor while complying with NASDAQ rules given potential issuance exceeding the 20% threshold. The Board recommends FOR to preserve access to strategic financing; however, the transaction includes conversion mechanics, ownership caps, alternate conversion prices, and voting/ranking provisions that may materially affect dilution and governance. Sophisticated investors should consider conversion caps, exercise limitations, the interaction with Nasdaq approvals and the company’s capital needs.
Approve amendment to the 2021 Stock Incentive Plan to increase authorized shares by 50,492,075 shares.
Management requests shareholder approval to amend the 2021 Plan to add 50,492,075 shares—bringing total plan authorization to 60,680,627 shares—to ensure equity compensation capacity for retention, recruitment and incentives. The Board argues this is important to align management and employee interests with long-term shareholder value and avoid shifting to cash compensation. The proposal is materially dilutive (approx. 19.99% of current outstanding shares) and raises governance considerations regarding dilution, overhang, and potential impact on earnings per share. The company discloses an annual evergreen increase and existing awards; sophisticated analysis should weigh the company’s hiring and retention needs, historic grant practices, interplay with related party holdings, and potential voting effects, as well as whether grants will be consistently performance-based or primarily time-based. The Board recommends FOR, citing compensation strategy and necessity of equity tools; shareholders should evaluate the dilution against the company’s capitalization, performance, and the alignment of award practices with shareholder returns.
Approve amendment to the Charter to increase authorized common and preferred shares — increasing common and preferred authorized shares by 140,528,448 and 10,839,269, respectively.
The Board proposes a charter amendment to increase authorized shares substantially—adding 140.5 million common shares (approx. 45% increase) and about 10.8 million preferred shares—citing the need for authorized capital for financings, employee equity programs, acquisitions and general corporate purposes. Management argues this provides operational flexibility and avoids delay and expense of repeated stockholder meetings. From an analytical perspective, such an increase materially expands the Board’s ability to issue shares without immediate shareholder approval, raising potential shareholder concerns about dilution, control, and the possibility of using shares for defensive or anti-takeover purposes. The proposal includes disclosure about the Series A Preferred Stock and how votes will be cast; shareholders should assess the company’s historical use of issuances, track record of governance and related-party transactions, and whether additional governance protections (pre-emptive rights, use constraints) are warranted. The Board recommends FOR, arguing capital needs and operational flexibility justify the increase.
Approve amendment to Charter to permit the board to effect a reverse stock split of outstanding common stock at a ratio up to 1-for-150 within one year of the Annual Meeting to help meet Nasdaq listing requirements.
Management requests authorization to implement a reverse stock split at a ratio up to 1-for-150, to be used at the Board’s discretion within one year, primarily to increase the per-share price and address Nasdaq minimum bid price noncompliance. The Board emphasizes its intent to use the tool only if necessary to maintain Nasdaq listing, but grants itself broad discretion on timing and ratio. Analysts should note this is a common defensive measure to avoid delisting; however, reverse splits do not change fundamental value and may reduce float and liquidity, create odd-lot holdings, and sometimes signal distress. Nasdaq rules may limit the company’s eligibility for compliance periods if multiple reverse splits occur. The Board recommends FOR; shareholders should weigh the likelihood of regaining compliance without a split, potential effects on liquidity, and the mechanics that will preserve proportional ownership (with rounding rules for fractional shares).
Advisory, non-binding vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This advisory proposal solicits shareholder approval of the pay practices and total compensation paid to the named executive officers as disclosed in the proxy materials. Management views current compensation as aligned with pay-for-performance and retention objectives. As an advisory vote, the result is nonbinding but used by the Board and Compensation Committee to gauge investor sentiment. Analysts should evaluate the magnitude and structure of pay (cash vs equity), any special awards, contingent milestone awards to the Global Co-CEO with potentially large equity grants tied to stock price thresholds, and related party payments disclosed elsewhere. The Board recommends FOR; institutional investors typically consider whether compensation aligns with performance metrics and long-term shareholder value.
Non-binding advisory vote to select the frequency (one, two or three years) at which future advisory votes on named executive officer compensation should be held; Board recommends three years.
This advisory proposal asks shareholders to indicate whether the nonbinding say-on-pay vote should occur every one, two, or three years. The Board recommends every three years to align compensation assessment with longer-term performance cycles. The outcome is advisory and nonbinding; however, it signals investor preference and can influence Board policy. Analysts should consider whether the company’s performance horizon and compensation structures support triennial reviews or whether more frequent feedback would be appropriate given governance concerns or recent compensation controversies. The Board recommends 'Three Years'.
Approve one or more adjournments of the Annual Meeting to permit further solicitation of proxies if insufficient votes are present to approve proposals or for other appropriate reasons.
Management seeks approval to adjourn the Annual Meeting if there are insufficient votes to approve proposals, to allow the Company additional time to solicit proxies. This is a routine procedural proposal that provides management flexibility to secure approval for matters requiring a majority vote. While generally uncontroversial, shareholders should note this allows the Company to continue soliciting votes including from shareholders who previously voted against proposals, potentially altering outcomes. The Board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.60% | 7,888,873 | $2M |
| 2 | BlackRock, Inc. | 2.08% | 6,330,027 | $2M |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.31% | 3,972,582 | $1M |
| 4 | BlackRock, Inc. | 1.30% | 3,958,726 | $1M |
| 5 | STATE STREET CORP | 0.94% | 2,847,962 | $783K |
| 6 | CITADEL ADVISORS LLC | 0.52% | 1,568,487 | $431K |
| 7 | AQR CAPITAL MANAGEMENT LLC | 0.50% | 1,521,782 | $418K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.45% | 1,352,979 | $372K |
| 9 | NORTHERN TRUST CORP | 0.42% | 1,280,063 | $352K |
| 10 | UBS Group AG | 0.38% | 1,150,107 | $316K |
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