Not independent
Tenure on this board
3.7 yrs
4 nominees · 4 ballot items.
Elect four directors; ratify Salberg & Company as independent auditors for 2026; approve an amendment increasing the 2022 Equity Incentive Plan reserve to 1,000,000 shares; and authorize the Board to effect a reverse stock split between 1-for-2 and 1-for-50 before August 11, 2028.
Elect four (4) directors — Vadim Mats, Adam Holzer, Scott A. Grayson, and Roman Feldman — each to serve a one‑year term expiring at the 2027 annual meeting.
Ratify the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the 2022 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 1,000,000 shares from 803,637 shares.
This management proposal requests shareholder approval to amend the Company’s 2022 Equity Incentive Plan to increase the number of shares reserved for awards from 803,637 to 1,000,000. Management seeks approval because, based on the current run rate and remaining available shares, the Company anticipates it will not have sufficient shares to continue granting equity awards necessary for attracting, retaining and motivating employees, non‑employee directors and independent contractors over the next year or two. The amendment is positioned as a compensation and retention tool aligned with shareholder interests; the board indicates it considered dilution, historical usage, strategic growth plans and the anticipated overhang before settling on the requested increase. Appendix A contains the actual amendment language, which revises Section 4(a) to set the reserve at 1,000,000 shares and updates Section 4(c) regarding the maximum number of shares that may be issued as ISOs. The company notes that certain categories of awards (Exempt Awards) will not count against the share limit and describes standard replenishment and recycling mechanics for forfeited or cancelled awards. The board expects the increased reserve plus remaining available shares will be sufficient for approximately two years, and the plan administrator retains discretion over future grants subject to shareholder‑approved limits. Key governance safeguards in the plan include administrator authority limits (no repricing without shareholder approval) and equitable adjustment provisions for corporate events; the plan also contemplates performance‑based and service‑based vesting and typical ISO limitations. From an investor perspective, the proposal increases potential dilution but is defended as necessary to remain competitive in hiring and retention; the tradeoff is incremental share issuance over time in exchange for aligning management and employee incentives with shareholder value creation. Given the board’s unanimous recommendation and the stated analysis of needs and dilution, this proposal should be evaluated against the company’s historical equity usage, hiring plans, and expected capital structure changes to assess whether the requested increase is proportional to anticipated talent needs and shareholder dilution tolerance.
Authorize the Board, in its discretion, to effect a reverse split of the Company’s common stock at a ratio between 1‑for‑2 and 1‑for‑50, with the exact ratio to be selected by the Board and to be effective, if at all, before August 11, 2028.
This management proposal asks shareholders to grant the Board flexible authority to implement a reverse stock split at a ratio chosen by the Board between 1‑for‑2 and 1‑for‑50, exercisable any time before August 11, 2028. The stated primary purpose is to address Nasdaq minimum bid price non‑compliance (the $1.00 rule) and to avoid potential delisting, which the Board argues could materially harm liquidity, access to capital, and the company’s business relationships. The Board frames the reverse split as a defensive and remedial tool that would immediately increase the per‑share price (all else equal) and could make the stock more attractive to some institutional investors and brokers that avoid low‑priced securities. Management also acknowledges negative consequences: reduced shares outstanding and potential impairment of liquidity, the possibility that the market capitalization could decline and that the split may not achieve or sustain compliance, and the risk of odd lots and transactional frictions. The proposal grants the Board discretion over both whether to implement the split and the exact ratio within the 2‑to‑50 range, which is intended to preserve operational flexibility for calibration based on market conditions but raises governance considerations about shareholder control over the precise ratio. The proxy describes mechanical effects (no change to authorized shares, rounding of fractional shares upward, adjustments to outstanding options/warrants and the plan reserve) and potential anti‑takeover side effects because additional authorized but unissued shares would remain available. From an analytical perspective, evaluation should consider the Company’s recent trading history, degree of Nasdaq non‑compliance, projected trading interest post‑split, and the tradeoff between short‑term compliance and long‑term liquidity and marketability. The Board recommends a FOR vote, but shareholders should weigh the lack of guaranteed benefit against the company’s regulatory exposure and the Board’s discretion to abandon the split even after approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 106,460 | $129K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 64,603 | $78K |
| 3 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 35,982 | $44K |
| 4 | JANE STREET GROUP, LLC | 0.3% | 28,144 | $34K |
| 5 | RAYMOND JAMES FINANCIAL INC | 0.2% | 21,000 | $25K |
| 6 | Virtu Financial LLC | 0.1% | 15,303 | $19K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 15,031 | $18K |
| 8 | TWO SIGMA INVESTMENTS, LP | 0.1% | 13,239 | $16K |
| 9 | XTX Topco Ltd | 0.1% | 11,644 | $14K |
| 10 | Allworth Financial LP | 0.1% | 10,000 | $12K |
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