3 ballot items.
Stockholders will vote on approval of a discretionary 1-for-2 to 1-for-50 reverse stock split and authorization to adjourn the Special Meeting to solicit additional votes if needed.
Approve an amendment to the Certificate of Incorporation authorizing a reverse stock split of the outstanding Common Stock at a ratio between 1-for-2 and 1-for-50, with the Board retaining discretion over whether to implement it, the exact ratio, and timing.
The proposal asks stockholders to approve an amendment to the Certificate of Incorporation permitting the Company to combine outstanding Common Stock at a ratio between 1-for-2 and 1-for-50. Stockholder approval would give the Board authority, but not an obligation, to implement the split and to select the precise ratio and timing. The Board could also abandon the amendment before filing it with the Delaware Secretary of State. Management is seeking this flexibility primarily to raise the per-share market price and address Nasdaq Listing Rule 5550(a)(2), after receiving a July 14, 2026 notice that the stock had traded below $1.00 for 30 consecutive business days. The Company has until January 11, 2027 to regain compliance, and a failure could lead to delisting with adverse effects on liquidity, capital access, and reputation. Maintaining Nasdaq listing is also important because the Company's Roth Purchase Agreement may terminate after a Nasdaq delisting and a delisting could trigger an event of default under the February 2026 Investor Note. The split would apply uniformly and generally preserve each holder's percentage ownership, subject to cash payments for fractional shares, but it would increase authorized-but-unissued shares relative to shares outstanding and could facilitate future issuances that dilute holders. The filing warns that the split may fail to produce a proportional or lasting price increase and could reduce liquidity, create odd lots, or lower market capitalization. The Board unanimously approved the proposed amendment and recommends a vote FOR because it believes the authorization provides flexibility to respond to market conditions and is the Company's best available option for addressing the Nasdaq bid-price deficiency.
Approve authorization to adjourn or postpone the Special Meeting if necessary or appropriate to solicit additional proxies or votes in favor of the Reverse Stock Split Proposal.
The proposal asks stockholders to authorize the holders of Board-solicited proxies to adjourn or postpone the Special Meeting if additional time is needed to obtain votes for the reverse stock split. Approval could allow the Company to defer a vote on the Reverse Stock Split Proposal when the available proxies indicate that the required approval threshold will not be met. The additional period could be used to solicit new proxies or persuade stockholders to change their votes. The proposal is procedural and does not itself authorize the reverse stock split or alter the substantive terms of that proposal. It is closely tied to the Company's effort to regain compliance with Nasdaq's $1.00 minimum bid-price requirement before the January 11, 2027 compliance date. The Board views additional solicitation time as beneficial because failure to approve the reverse split could contribute to a Nasdaq delisting risk and impair access to financing arrangements. Approval requires the affirmative vote of a majority of votes cast, excluding abstentions and broker non-votes. Abstentions and broker non-votes therefore have no effect under the stated voting standard. The Board recommends a vote FOR because adjournment could provide a final opportunity to secure the votes needed for the Reverse Stock Split Proposal.
Transact any other business that may properly come before the Special Meeting or any adjournments or postponements.
The proxy includes a customary catch-all item permitting the meeting to transact other business that may properly come before the Special Meeting. It is not a defined substantive management initiative and no specific additional matter was known to the Board as of the filing date. The proxy holders are granted discretionary authority to vote on such matters in their best judgment. The item covers the Special Meeting and any adjournments or postponements. It does not independently seek approval of a specified corporate action. The filing does not identify a shareholder proponent or provide a separate supporting statement. Because no concrete matter is identified, the Board does not give a separate FOR or AGAINST recommendation for this item. The item is included to preserve procedural flexibility if a permissible matter arises. Stockholders should understand that the concrete recommendations in the filing apply to the Reverse Stock Split Proposal and Adjournment Proposal, while this item concerns only other business properly presented.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.32% | 1,275,989 | $578K |
| 2 | Blue Owl Capital Holdings LP | 1.56% | 856,632 | $385K |
| 3 | HRT FINANCIAL LP | 0.41% | 223,550 | $101 |
| 4 | AQR CAPITAL MANAGEMENT LLC | 0.36% | 197,920 | $90K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.22% | 122,957 | $56K |
| 6 | JANE STREET GROUP, LLC | 0.21% | 113,759 | $52K |
| 7 | Baird Financial Group, Inc. | 0.19% | 105,150 | $48K |
| 8 | Union Square Park Capital Management, LLC | 0.16% | 89,130 | $40K |
| 9 | UBS Group AG | 0.15% | 84,537 | $38K |
| 10 | Qube Research Technologies Ltd | 0.15% | 80,485 | $36K |
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