7 nominees · 3 ballot items.
The special meeting includes three proposals: Issuance of Shares and Warrants in a private placement (Issuance Proposal), a potential Reverse Stock Split (Reverse Stock Split Proposal), and an Adjournment to solicit additional proxies (Adjournment Proposal).
Approve issuance of additional Common Stock and Warrants to investors under the October 24, 2025 Purchase Agreement, exceeding the Nasdaq Cap of 19.99% of outstanding Common Stock, for aggregate proceeds of $14.0 million.
Authorize the Board to effect a reverse stock split of all issued and outstanding Common Stock at a ratio in the range of 1-for-2 to 1-for-100, with timing and exact ratio to be determined by the Board in its sole discretion and subject to abandonment.
Approve an adjournment of the Special Meeting to a later date to permit further solicitation of proxies if there are insufficient votes for the Issuance Proposal or the Reverse Stock Split Proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 325 CAPITAL LLC | 1311.75% | 26,489,912 | $6M |
| 2 | SANDERS MORRIS HARRIS LLC | 192.75% | 3,892,370 | $900K |
| 3 | Bleichroeder LP | 60.54% | 1,222,493 | $283K |
| 4 | Ghisallo Capital Management LLC | 47.55% | 960,339 | $222K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 42.83% | 864,931 | $200K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 21.60% | 436,190 | $101K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 11.63% | 234,802 | $54K |
| 8 | STATE STREET CORP | 6.16% | 124,300 | $29K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 4.64% | 93,763 | $22K |
| 10 | U.S. Capital Wealth Advisors, LLC | 4.14% | 83,573 | $19K |
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