Not independent
Tenure on this board
4.5 yrs
2 nominees · 3 ballot items.
Elect two Class III directors; ratify CBIZ CPAs P.C. as independent auditors for 2025; and ratify and approve the issuance of Private Placement Warrants to Armistice Capital and the issuance of up to 648,148 shares upon their exercise under Nasdaq Listing Rule 5635(d).
Elect the two Class III directors (Berta Pappenheim and David Curmi) to the Board to serve until the 2028 Annual Meeting.
Ratify the selection of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
Seek shareholder approval under Nasdaq Listing Rule 5635(d) to ratify and approve the issuance of Private Placement Warrants issued to Armistice Capital Master Fund Ltd. and the issuance of up to 648,148 shares of Class A Common Stock upon exercise.
This proposal asks shareholders to ratify and approve the issuance of Private Placement Warrants issued to Armistice Capital Master Fund Ltd. in connection with a December 5, 2024 securities purchase agreement, and to approve the issuance of up to 648,148 shares of Class A Common Stock issuable upon exercise of those warrants. Management is seeking shareholder approval principally to comply with Nasdaq Listing Rule 5635(d) and satisfy conditions in the Armistice SPA that require shareholder approval for certain non-public issuances equal to 20% or more of outstanding shares or voting power under specified pricing tests. The company closed the related registered direct and private placement offerings in December 2024, raising gross proceeds of approximately $3.0 million, and approval would enable the Private Placement Warrants to be exercised (potentially providing up to approximately $5.25 million in additional gross proceeds) and would avoid the burden of calling additional meetings every 90 days until approval is obtained. The board emphasizes that failure to approve would prevent exercise of the warrants and could materially constrain the company’s ability to fund operations; conversely, approval will dilute existing shareholders by up to 648,148 additional shares and could put downward pressure on the market price if those shares are sold. Relevant transaction and governance mitigants include that the exercise price meets the Nasdaq “Minimum Price” test and that the investor agreed to ownership caps (4.99% or 9.99% at holder election), and that registration obligations are imposed on the company to facilitate resale. The board’s recommendation to vote FOR is driven by the need for regulatory compliance with Nasdaq rules, the financing benefits from potential warrant exercises, and the operational need for funding, balanced against acknowledged dilution and potential market impacts. Approving this proposal therefore reflects a trade-off between near-term financing flexibility and shareholder dilution risk; shareholders should weigh the company’s stated financing needs and the recurring cost and uncertainty of repeated meetings against the dilution and market effects described.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Potomac Capital Management, Inc. | 2.9% | 160,900 | $385K |
| 2 | UBS Group AG | 1.9% | 103,850 | $248K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 93,757 | $224K |
| 4 | Kestra Advisory Services, LLC | 1.0% | 56,050 | $134K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 34,863 | $83K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 22,359 | $53K |
| 7 | DIMENSIONAL FUND ADVISORS LP | 0.3% | 18,300 | $44K |
| 8 | CITADEL ADVISORS LLC | 0.3% | 16,200 | $39K |
| 9 | HRT FINANCIAL LP | 0.2% | 12,897 | $31K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 9,906 | $24K |
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