Not independent
Tenure on this board
0.7 yrs
Also a director at
T3 Defense Inc (DFNS)
4 nominees · 2 ballot items.
Stockholders will vote on an amendment to increase the 2026 Equity Incentive Plan share reserve and, if necessary, an adjournment to solicit additional proxies.
Approve an amendment increasing the number of common-stock shares reserved and available for issuance under the 2026 Equity Incentive Plan by 5,315,000 shares, from 685,000 to 6,000,000 shares after the reverse stock split.
Proposal 1 asks stockholders to approve Amendment No. 2 to the 2026 Equity Incentive Plan. The amendment would add 5,315,000 shares to the post-split reserve, increasing it from 685,000 to 6,000,000 shares. Management states that approximately 4,827 shares remained available for future grants as of September 24, 2026, making the existing reserve nearly exhausted. The Company seeks the increase to retain employees of Zorronet Ltd. and Dr. Frucht Systems Ltd. and to recruit additional personnel for its defense and homeland security platform. Management also characterizes equity compensation as customary and important for competitiveness in the technology and defense sectors. The request is time-sensitive because the Plan’s 4% annual evergreen increase does not begin until January 1, 2027. The proposed increase could cause meaningful dilution, particularly because the Company expects its share count to rise substantially through warrant exercises and the plan will also have future evergreen increases. Stockholder approval is required under Section 711 of the NYSE American Company Guide and the Plan amendment becomes effective only upon approval. The Board unanimously recommends voting FOR, concluding that the retention, recruitment, and compensation benefits outweigh the potential dilution.
Approve adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal 1.
Proposal 2 asks stockholders to authorize an adjournment of the Special Meeting if the Company lacks sufficient votes to approve Proposal 1. The adjournment would provide additional time to solicit proxies and potentially secure the votes needed for the equity-plan amendment. It is framed as a procedural measure rather than a change to the substance of the compensation plan. The proposal may be used if the initial vote indicates insufficient support for Proposal 1. Any adjourned session may be held without additional notice beyond an announcement at the meeting where the adjournment is approved. Proxies already submitted may generally be voted at the adjourned session according to the stockholder’s instructions unless revoked. Approval of the adjournment is not contingent on approval of Proposal 1. The proposal itself requires the affirmative vote of a majority of votes cast, with abstentions and broker non-votes having no effect. The Board unanimously recommends voting FOR Proposal 2 to preserve flexibility to obtain additional shareholder support.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 23.76% | 634,995 | $215K |
| 2 | COMMONWEALTH EQUITY SERVICES, LLC | 0.88% | 23,414 | $8K |
| 3 | Ikarian Capital, LLC | 0.73% | 19,473 | $7K |
| 4 | Kovack Advisors, Inc. | 0.64% | 17,200 | $6K |
| 5 | JPMORGAN CHASE & CO | 0.06% | 1,538 | $552 |
| 6 | BARCLAYS PLC | 0.05% | 1,316 | $458 |
| 7 | SBI Securities Co., Ltd. | 0.02% | 505 | $176 |
| 8 | Caitong International Asset Management Co., Ltd | 0.00% | 1 | $0 |
| 9 | DANSKE BANK A/S | 0.00% | 1 | $0 |
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