Ip Strategy Holdings Inc

This proposal asks shareholders to amend the Company’s Certificate of Incorporation to permit the Board to effect a reverse stock split of common stock at a ratio between 1:3 and 1:20 and to authorize the Board to pick the exact ratio and timing (on or before June 30, 2026). Management is pursuing this authority primarily in response to a Nasdaq delisting notice for failure to meet the $1.00 minimum bid-price requirement and the Company’s ineligibility for the standard compliance period because it effected a reverse split within the prior year. The Board states it intends to request a Nasdaq hearing to stay suspension and, assuming shareholder approval, may effect a reverse split prior to the hearing at a ratio it believes will raise the per-share price above $1.00 to preserve listing. The proposal includes operational details such as proportional adjustment of outstanding equity awards and cash-in-lieu treatment for fractional shares, and the amendment will not change authorized share counts or par value. The Board argues the split could attract institutional and professional investors, improve perceived marketability and liquidity, and reduce market manipulation risk, but it acknowledges significant risks: the split may not increase the market price proportionately, could reduce liquidity by creating more odd-lot holders and higher trading costs, and could have anti-takeover effects because a larger pool of authorized but unissued shares would remain. The proposal also discloses U.S. federal income tax, accounting, and practical consequences (including the timing of Nasdaq hearings and potential inability to obtain the required 20 consecutive trading days above $1.00 before the hearing). Overall, the Board frames the reverse split as a defensive, discretionary tool to preserve Nasdaq listing and facilitate future capital raising, while cautioning shareholders that benefits are not guaranteed and could result in adverse market perception or reduced liquidity.

This procedural proposal requests shareholder authorization to adjourn the Special Meeting to solicit additional proxies if there are insufficient votes to approve the Reverse Stock Split Proposal. Management seeks this authority to provide flexibility to continue solicitation and attempt to obtain the required majority approval for the reverse split, a step they view as necessary to preserve Nasdaq listing and avoid deleterious effects of delisting. The proposal allows the Company to adjourn the meeting even if the initial proxy count would otherwise defeat the reverse split, enabling additional outreach to shareholders and broker-dealers to change votes or gather new proxies. While routine in practice, the adjournment authority confers material procedural control to the Board because it permits delaying a final vote and potentially changing the outcome through further solicitation. The Company discloses that adjournments shorter than 30 days do not require additional notice if the revised time/place/remote access is announced at the meeting, which reduces administrative burden and speeds follow-up solicitation. From a governance perspective, stockholders should weigh the utility of enabling the Board to preserve listing and pursue what it deems in the Company’s interest against the potential for management to use adjournment to override an adverse initial vote. Approval requires a majority of votes cast and, as a routine matter, brokers may exercise discretion to vote uninstructed shares. The Board recommends a vote FOR to provide this contingency and procedural flexibility.