Myseumai Inc

This management proposal requests shareholder approval to amend the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan to increase the share reserve from 1,000,000 to 2,000,000 shares. Management argues the increase is necessary to continue granting equity awards used to attract, retain and motivate employees and non-employee directors and that, without approval, the plan would lack sufficient shares to operate as intended over the next year. The Company discloses that as of the record date 308,180 shares remain available under the plan and that the 2,000,000-share ceiling would represent approximately 26.6% of outstanding shares on a fully diluted basis; management acknowledges dilution and states it balanced dilution concerns against competitive compensation needs. The amendment text (Appendix A) replaces Section 4(a) and 4(c) to set the share limit and ISO cap at 2,000,000 shares; the plan retains typical administrator discretion, anti-dilution adjustment and change-in-control provisions, and contains anti-repricing restrictions without shareholder approval. From a governance perspective the proposal is discretionary in future grant sizing—final award decisions rest with the plan administrator (the Board or a committee) which retains broad authority over recipients, terms and vesting, subject to the plan’s limits. Economically, granting the additional shares would increase potential overhang by about 13.3% relative to current outstanding shares, a material but not uncommon increase for a small-cap issuer seeking to preserve equity incentive capacity. Voting FOR reflects the Board’s view that equity compensation aligns employee incentives with shareholder value and is needed to support operational growth and retention; voting AGAINST would signal shareholder concern about dilution or the board’s compensation practices. Investors evaluating the proposal should weigh the near-term dilution and overhang metrics against the company’s hiring and retention needs, historical grant practices, and whether the plan’s governance (e.g., anti-repricing, change-in-control treatment, and clawback provisions) sufficiently protects shareholder interests.

This management proposal asks shareholders to grant the Board authority to implement a reverse stock split of common stock at a ratio selectable by the Board between 1-for-2 and 1-for-25 and to effect that split at any time within approximately one year following shareholder approval. Management frames the need primarily as a remedial, market structure measure: the reverse split could increase the per-share trading price and help the Company regain or maintain compliance with Nasdaq’s $1 minimum bid-price listing standard to avoid potential delisting, thereby preserving liquidity and access to the national exchange. The Board emphasizes that implementation is discretionary even if shareholders approve, and it may elect not to effect a split if market conditions do not warrant it. The company discloses operational effects including proportionate adjustments to outstanding warrants, options and awards, rounding up of fractional shares (no cash-out), no change to authorized share count or par value, and potential anti-takeover side-effects arising from increased authorized-but-unissued shares. Economically, while a reverse split can raise the per-share price, it does not change underlying market capitalization and may actually reduce liquidity and make odd-lot trading more common; the filing cautions there is no assurance the split would achieve the intended benefits. From a governance standpoint the Board will select the exact ratio and timing, which concentrates tactical control with management and could be used to respond quickly to Nasdaq notice situations but also centralizes decision-making power without another shareholder vote. Investors should weigh the likely short-term benefit of restoring exchange compliance against longer-term risks to liquidity, potential market perception of financial weakness, and the dilution/issuance implications tied to the unchanged authorized share count and subsequent issuance capacity. The proposal is a common corporate measure to preserve listing status, but its discretionary implementation and the broad ratio range warrant scrutiny of the Board’s criteria for selecting a specific ratio and their plan to mitigate adverse effects on trading liquidity and shareholder value.