Not independent
Tenure on this board
3.9 yrs
4 nominees · 4 ballot items.
Election of four directors; ratification of Salberg & Company, P.A. as independent auditors for 2026; approval of amendment to 2022 Equity Incentive Plan increasing reserved shares to 1,000,000; and approval to authorize the Board to effect a reverse stock split between 1-for-2 and 1-for-50 through August 11, 2028.
Elect four nominees (Vadim Mats, Adam Holzer, Scott A. Grayson, Roman Feldman) to the Board for one-year terms expiring at the 2027 annual meeting.
Ratify appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve an amendment to increase the number of shares reserved under the 2022 Plan to 1,000,000 shares from 803,637 shares.
The amendment seeks shareholder approval to increase the 2022 Plan’s share reserve to 1,000,000 shares (from 803,637) to ensure sufficient equity for future awards. Management argues the increase is needed to retain and attract employees, directors and contractors and to support strategic growth, while recognizing dilution concerns; the Board and compensation committee considered dilution, historical run rate, remaining available shares (489,553 as of the Record Date), and competitive compensation requirements and concluded the increase would cover roughly two years of grants. The Plan allows various award types (options, SARs, RSUs, restricted stock) and includes standard anti-dilution and change-in-control adjustments. The Board recommends approval because without it there may not be sufficient shares to grant competitive equity awards, potentially harming talent retention; it also stresses governance protections—e.g., plan administrator control, prohibition on repricing without shareholder approval, and limits on ISO issuance. If approved, the amendment will increase dilution to approximately 9.78% on a fully diluted basis, and permit continued grants at the board’s discretion under the plan’s terms.
Approve giving the Board authority to effect a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-50, at Board discretion, any time before August 11, 2028.
The proposal would authorize the Board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-50 if the Board determines it necessary—principally to regain or maintain Nasdaq compliance with the $1.00 minimum bid price and avoid delisting. Management contends a reverse split could improve per-share price, broaden investor interest, and reduce transaction cost inefficiencies for low-priced shares, though it acknowledges that market factors may prevent the intended effect and that total market capitalization could decline. The Board would have discretion over the timing and exact ratio, with implementation limited to the period before August 11, 2028. The reverse split would not change authorized shares or par value, but would proportionally adjust outstanding shares, options, warrants, and equity awards; fractional shares would be rounded up. The Board’s recommendation is grounded in deleterious consequences of delisting, including reduced liquidity and investor confidence. There are potential anti-takeover implications because reduced outstanding shares increase available authorized but unissued shares for issuance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANE STREET GROUP, LLC | 1.63% | 175,263 | $205K |
| 2 | JANE STREET GROUP, LLC | 0.99% | 106,617 | $125K |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.60% | 64,603 | $76K |
| 4 | Virtu Financial LLC | 0.57% | 61,308 | $72K |
| 5 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.52% | 56,353 | $66K |
| 6 | CITADEL ADVISORS LLC | 0.49% | 52,170 | $61K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.43% | 46,295 | $54K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.33% | 35,982 | $42K |
| 9 | STATE STREET CORP | 0.29% | 31,200 | $37K |
| 10 | XTX Topco Ltd | 0.27% | 28,623 | $33K |
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