Not independent
Tenure on this board
2.3 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of Forvis Mazars, LLP as independent auditors for 2026; Approval to reserve and issue up to 8,000,000 shares to Hudson Bay Master Fund Ltd. under the October 24, 2025 Purchase Agreement (Nasdaq Rule 5635(d)).
Elect five directors to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Authorize, for purposes of Nasdaq Marketplace Rule 5635(d), the reservation and issuance of up to 8,000,000 shares of common stock to Hudson Bay Master Fund Ltd. under the October 24, 2025 Purchase Agreement (including shares issuable upon exercise of warrants and pre-funded warrants).
This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the reservation and potential issuance of up to 8,000,000 shares of Common Stock to Hudson Bay Master Fund Ltd. pursuant to a Purchase Agreement entered on October 22, 2025, which included the sale of 3,065,000 shares and concurrent issuance of warrants (up to 4,000,000 shares) and pre-funded warrants (up to 935,000 shares). Management seeks ratification because Nasdaq rules require stockholder approval for transactions that could result in issuance of 20% or more of outstanding shares at a price below the Minimum Price, and because the Purchase Agreement contemplates potentially issuing shares above the Exchange Cap without shareholder consent. The Board frames this transaction as a source of capital to fund operations and support commercialization and development of the Company’s AI-driven DeepView System, asserting it is attractive relative to other alternatives and provides strategic flexibility for deploying capital. Key transactional mechanics include exercise-price caps, ownership blockers (4.99% for Warrants and 9.99% for Pre-Funded Warrants absent an election), cashless exercise provisions if registration is not available, Black-Scholes redemption rights in certain fundamental transactions, and an Exchange Cap of 5,522,016 shares unless stockholder consent is obtained. If shareholders do not approve, the Company must reconvene meetings every 90 days until approval is obtained or the Warrants are no longer outstanding, imposing recurring costs and potential uncertainty for Hudson Bay’s exercise timing. Approval would dilute existing shareholders’ ownership and could depress the stock price due to increased share count; management acknowledges these consequences but prioritizes near-term capital access and execution of commercialization plans. From a governance and market perspective, the proposal pits short-term dilution against the need for financing; the Nasdaq-rule-driven approval seeks to align regulatory compliance with investor protections via ownership blockers and registration mechanics. The Board recommends a vote FOR based on the perceived capital benefits and strategic alignment with commercialization of the DeepView System, while shareholders should weigh the dilution risk, the terms protecting Hudson Bay’s and the Company’s interests, and the implications for future capital structure and control.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Highlander Partners, L.P. | 2.8% | 900,000 | $1M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 726,290 | $1M |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 254,467 | $374K |
| 4 | UNIVERSITY OF TEXAS/TEXAS AM INVESTMENT MANAGEMENT CO | 0.7% | 210,488 | $309K |
| 5 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.6% | 199,000 | $293K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 141,796 | $208K |
| 7 | JANE STREET GROUP, LLC | 0.4% | 113,952 | $168K |
| 8 | JANE STREET GROUP, LLC | 0.3% | 107,049 | $157K |
| 9 | Rathbones Group PLC | 0.3% | 87,045 | $128K |
| 10 | STATE STREET CORP | 0.2% | 75,600 | $111K |
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