2 nominees · 8 ballot items.
Election of two directors; approval of issuance/conversion of Preferred Stock (change of control, related party, and issuance approvals); approval of reverse stock split (1-for-2 to 1-for-199); increase authorized common stock; permit stockholder written consent; and adjournment if necessary.
Elect Jerome Jabbour as Class I director and Matthew McMurdo as Class III director for terms expiring 2028 and 2027, respectively.
Approve issuance of common stock upon conversion of Series AA and Series AAA Preferred Stock (collectively, Preferred Stock) in accordance with Nasdaq Listing Rule 5635(b), which would result in significant ownership by the investor.
Approve issuance of common stock upon conversion of Preferred Stock to David E. Lazar (Chairman and Co-CEO) under Nasdaq Listing Rule 5635(c) due to potential equity compensation treatment.
Approve issuance of common stock upon conversion of Preferred Stock under Nasdaq Listing Rule 5635(d) because conversion would equal 19.99% or more of outstanding common stock at a price below Nasdaq Minimum Price.
Approve amendment to Charter to permit Board to effect up to two reverse stock splits at an aggregate ratio of 1-for-2 to 1-for-199, with the Board selecting the ratio within the range to increase per-share price.
Approve amendment to Charter to increase authorized common stock from 200,000,000 to up to 1,000,000,000 shares.
Approve amendment to Charter to allow stockholder action by written consent (unanimous consent provision), subject to rights of preferred holders.
Authorize proxy holders to adjourn or postpone the Special Meeting to solicit additional proxies if needed to establish quorum or approve proposals 1–7.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 0.0% | 39,018 | $71K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 26,292 | $48K |
| 3 | MORGAN STANLEY | 0.0% | 2,697 | $5K |
| 4 | Tower Research Capital LLC (TRC | 0.0% | 1,890 | $3K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 715 | $1K |
| 6 | SBI Securities Co., Ltd. | 0.0% | 17 | $31 |
| 7 | CWM, LLC | 0.0% | 2 | $4 |
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