Not independent
Tenure on this board
3.1 yrs
5 nominees · 7 ballot items.
The proposals cover seven management-driven items: elect five directors (Proposal 1), ratify HTL as the independent auditor (Proposal 2), approve the 2025 Equity Incentive Plan (Proposal 3), approve a reverse stock split (Proposal 4), approve a Charter Amendment to the Articles of Incorporation (Proposal 5), approve issuance of more than 19.99% of common stock in connection with Nasdaq-related securities (Proposal 6), and the adjournment of the meeting (Proposal 7).
Elect five directors to serve on the Company’s Board until the next annual meeting of stockholders or until their successors are elected and qualified; directors are elected by plurality of the votes cast.
Ratify the appointment by the Audit Committee of HTL International, LLC to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
Approve and adopt the 2025 Equity Incentive Plan of the Company.
Approve a reverse stock split of the authorized and unauthorized capital stock of the Company, at a ratio ranging between 1-for-2 and 1-for-250, with the exact ratio determined by the Board in its sole discretion, to be effected prior to the one-year anniversary of the date of approval of this resolution.
Approve a Certificate of Amendment to the Company’s Articles of Incorporation, substantially in the form presented to the stockholders and attached as Annex B.
Approve the issuance of more than an aggregate of 19.99% of the issued and outstanding Common Stock in connection with certain Securities Purchase Agreements dated May 2, 2025, for Nasdaq Listing Rule 5635(d) compliance.
Authorize the adjournment of the Annual Meeting if necessary or appropriate to solicit additional proxies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WOLVERINE ASSET MANAGEMENT LLC | 0.17% | 100,520 | $273K |
| 2 | OSAIC HOLDINGS, INC. | 0.04% | 24,700 | $67K |
| 3 | GOLDMAN SACHS GROUP INC | 0.04% | 22,910 | $62K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.03% | 17,293 | $47K |
| 5 | XTX Topco Ltd | 0.03% | 16,482 | $45K |
| 6 | Physician Wealth Advisors, Inc. | 0.00% | 17 | $47 |
| 7 | Caitong International Asset Management Co., Ltd | 0.00% | 3 | $8 |
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