Not independent
Tenure on this board
0.7 yrs
10 nominees · 3 ballot items.
Stockholders will vote on authorizing a discretionary 1-for-8 to 1-for-30 reverse stock split with a proportional reduction in authorized common shares, approving issuance of warrant shares under NYSE rules, and any other properly presented business.
Approve amendments to the certificate of incorporation authorizing the board, at its discretion, to effect a 1-for-8 to 1-for-30 reverse stock split of outstanding and treasury common stock and proportionally reduce authorized common stock from 1,000,000,000 shares.
The proposal asks stockholders to approve a range of possible reverse stock split ratios between 1-for-8 and 1-for-30, with the board retaining discretion to select the exact ratio or abandon the transaction. The reverse split would apply uniformly to issued and outstanding shares and treasury shares, while fractional interests would be settled in cash. It would be paired with a proportional reduction in authorized common shares, reducing the current 1,000,000,000 authorization by the selected ratio while leaving preferred stock authorization unchanged. Management is principally seeking approval to address an NYSE deficiency caused by the common stock’s average closing price falling below $1.00 over 30 consecutive trading days. The company believes a higher per-share price could help regain and maintain NYSE listing, improve marketability and liquidity, and attract institutional and other investors that avoid low-priced securities. Approval also supports a contractual commitment under the August 2026 financing to seek stockholder approval of the reverse split. The authorized-share reduction is intended to lower costs and, in the board’s view, leave adequate shares for current anticipated needs. The filing cautions that the prior 1-for-15 reverse split in August 2024 failed to produce lasting compliance, and that the new split could reduce liquidity, increase odd-lot trading costs, fail to raise the price proportionately, or leave insufficient authorization for future financings. The board unanimously approved and recommends voting FOR, while reserving the right not to implement the amendment before the one-year anniversary of the special meeting.
Approve, for NYSE compliance, the issuance of common shares issuable upon exercise of warrants issued in connection with the August 2026 registered direct offering and concurrent private placement, including shares resulting from anti-dilution adjustments.
The proposal asks stockholders to approve the issuance of common shares underlying warrants issued in the August 2026 concurrent private placement. The warrants cover 12,800,000 Common Warrant Shares for investors and an additional 320,000 Placement Agent Shares, for 13,120,000 shares before potential adjustments. Because the pre-issuance share count was 40,274,150, the potential issuance exceeds the NYSE’s 20% Exchange Cap. The financing also involved a private placement priced below the NYSE Minimum Price, so NYSE Listing Rule 312.03(c) requires stockholder approval. The warrants have a stated $0.50 exercise price, subject to price-protection and reverse-split adjustments that could increase the number of shares issuable and further dilute existing holders. Neither the investor warrants nor the placement-agent warrant may be exercised until the required approval is obtained. If approval is denied, the company must continue calling special meetings every 60 days until approval is secured, incurring recurring costs and management distraction. Denial also delays the company’s receipt of any exercise proceeds. Approval could materially dilute current stockholders and could create selling pressure or volatility because the warrant shares are expected to be registered for resale. The board recommends voting FOR because approval is required by NYSE rules and the purchase agreement to permit exercise of the warrants.
Transact any other business that may properly come before the special meeting, including adjournments, postponements, or continuations.
This is a standard omnibus matter covering any other business properly brought before the special meeting. The filing states that management and the board were not aware of additional matters as of the proxy date. It nevertheless authorizes the designated proxy holders to use their judgment if another proper matter arises. The provision expressly includes adjournments, postponements, and continuations of the meeting. No specific substantive action, transaction, governance change, or compensation matter is identified under this item. Because no particular proposal is described, stockholders cannot evaluate a defined policy or transaction from the proxy statement. The board does not provide a separate FOR or AGAINST recommendation for this catch-all item. The proxy holders’ discretion is limited by the requirement that any matter be properly presented under applicable law and meeting rules. The filing’s concluding language similarly states that the board knows of no other matters and that proxy holders will act according to their judgment if additional matters are properly presented.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SOFTBANK GROUP CORP. | 7.27% | 2,396,980 | $2M |
| 2 | Alyeska Investment Group, L.P. | 4.25% | 1,400,000 | $1M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.94% | 638,920 | $607K |
| 4 | UBS Group AG | 1.82% | 600,487 | $570K |
| 5 | Arosa Capital Management LP | 1.67% | 550,000 | $522K |
| 6 | HEIGHTS CAPITAL MANAGEMENT, INC | 1.66% | 548,621 | $521K |
| 7 | Shay Capital LLC | 0.64% | 210,146 | $200K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.51% | 169,697 | $161K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.39% | 129,877 | $123K |
| 10 | Green Alpha Advisors, LLC | 0.35% | 115,775 | $110K |
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