Not independent
Tenure on this board
2.0 yrs
7 nominees · 3 ballot items.
Approve issuance of shares related to Series C Preferred conversion and private warrants; approve amendment increasing 2024 Equity Incentive Plan shares to 20,000,000; approve adjournment of the Special Meeting.
Approve, for Nasdaq Listing Rule 5635, (a) issuance of up to 2,040,038,760 shares upon conversion of Series C Preferred issued as consideration for the acquisition of Greenland Mines Corp., and (b) issuance of up to 34,551,939 shares upon exercise of private warrants from a February 19, 2026 private placement.
Amend the 2024 Equity Incentive Plan to increase shares available for issuance under the plan to 20,000,000 shares.
The proposal seeks stockholder approval to amend the 2024 Equity Incentive Plan to increase the maximum shares available from 10,000,000 to 20,000,000. Management argues this increase is needed to allow the company to grant equity awards to attract, retain, and motivate employees and service providers and to align their interests with stockholders; the Board evaluated burn rate, dilution (estimated 16.5% post-amendment), and projected needs through December 31, 2027, and recommends approval. If approved, the plan’s other terms remain, including administration by the Board or a committee, types of awards permitted, and limits on repricing without stockholder approval; if not approved, the plan remains unchanged and awards cannot be issued beyond available shares. The Board determined the increase reasonable given recent share issuances and the anticipated rate of grants; approval may dilute current stockholders but is presented as necessary for future growth and employee retention.
Authorize adjournment of the Special Meeting to a later date or dates to solicit additional proxies or establish a quorum, if necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | METEORA CAPITAL, LLC | 4.4% | 5,373,755 | $2M |
| 2 | UBS Group AG | 0.9% | 1,072,998 | $354K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 618,752 | $204K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.5% | 577,276 | $191K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.3% | 371,703 | $123K |
| 6 | Brummer Multi-Strategy AB | 0.3% | 370,049 | $122K |
| 7 | TWO SIGMA SECURITIES, LLC | 0.2% | 203,212 | $67K |
| 8 | AM INVESTMENT STRATEGIES LLC | 0.2% | 200,000 | $66 |
| 9 | STATE STREET CORP | 0.2% | 196,400 | $65K |
| 10 | BlackRock, Inc. | 0.1% | 143,459 | $47K |
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