Independent
Tenure on this board
1.1 yrs
3 nominees · 7 ballot items.
Vote on (1) election of three Class III directors; (2) ratification of Haynie & Company as independent auditors; (3) approval under Nasdaq Rule 5635(d) to permit issuance in excess of 19.99% to Lind upon conversion/exercise of a convertible note and warrants; (4) approval under Nasdaq Rule 5635(d) to permit conversion/exercise of Series A Preferred and related warrants issued to non‑insiders and exercise of a pre‑funded warrant issued to an insider; (5) approval under Nasdaq Rule 5635(c) to permit conversion/exercise of Series A Preferred and related warrants issued to an insider; (6) non‑binding advisory approval of executive compensation (Say‑on‑Pay); and (7) approval to adjourn the meeting to solicit additional votes if necessary.
Elect three Class III directors (Andy Kaplan, Carmen Diges and David Jiang) to serve three‑year terms until the 2030 annual meeting, or until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.
Seek stockholder approval under Nasdaq Rule 5635(d) to permit issuance of more than 19.99% of outstanding common stock to Lind Global Fund III LP upon conversion of a Senior Secured Convertible Promissory Note and exercise of related warrants issued in connection with a July 2026 financing.
This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the potential issuance of more than 19.99% of the Company’s outstanding common stock to Lind Global Fund III LP in connection with a Senior Secured Convertible Promissory Note and related warrants issued in July 2026. The Company received $4.0 million in funding from Lind and issued a $4.6 million Lind Note plus a warrant to purchase 1,030,928 shares; repayment may be made in cash, shares (at a defined Repayment Share Price), or a combination, and Lind can convert portions of the note at a $3.88 conversion price subject to customary adjustments and contractual ownership caps. The transaction includes protective terms for Lind (security interests, guarantees, events of default with enhanced remedies) and restrictions on the Company’s actions absent Lind’s consent, which increase counterparty leverage and may constrain corporate flexibility. Approval is sought because, depending on conversions, repayments in shares, cashless exercise and anti‑dilution adjustments, aggregate issuable shares could exceed Nasdaq’s 19.99% threshold, and Nasdaq requires shareholder approval for such potential dilution. Board recommendation rationale is procedural and compliance‑oriented: without approval the Company could face repayment in cash or protracted solicitation and related costs, while approval permits the financing to proceed and allows registration filings to support resale. The principal risks to existing shareholders are dilution of ownership and potential downward pressure on market price if Lind resells shares; the issuance may also have incidental anti‑takeover effects. The convertible economics and ownership caps (4.99% default, up to 9.99% by agreement, and an aggregate 19.99% limitation requiring approval) are central governance controls that moderate Lind’s influence but do not eliminate dilution risk. Evaluating the proposal requires weighing the Company’s near‑term cash needs and secured financing benefits against substantial dilution risk, covenants that could limit strategic flexibility, and potential impacts on stock price and future capital raises.
Seek stockholder approval under Nasdaq Rule 5635(d) to permit conversion of 133,333 shares of Series A Convertible Preferred (issued to non‑insider investors Dec 19, 2025–Mar 12, 2026) and exercise of related warrants, and to permit exercise of a pre‑funded warrant issued to an insider (KC Global) that would result in issuance of common shares.
This proposal requests shareholder approval pursuant to Nasdaq Listing Rule 5635(d) to permit automatic conversion of 133,333 shares of Series A Convertible Preferred (issued to non‑insiders at prices below Nasdaq’s Minimum Price) into common stock and to permit exercise of related warrants and a pre‑funded warrant (75,000 shares) issued to KC Global (an insider‑related affiliate), which cannot be exercised absent shareholder approval. The transaction history shows multiple private placements between Dec 2025 and Mar 2026 at prices below the Nasdaq Minimum Price, creating the need for shareholder approval because the aggregate issuable shares upon conversion and exercise could exceed Nasdaq thresholds. The Board’s recommendation to approve primarily reflects a compliance rationale: Nasdaq requires shareholder approval to avoid delisting risk and to allow the conversions/exercises to occur and to satisfy listing requirements. The matter involves an actual insider interest—Andy Kaplan is manager of KC Global—and the filing discloses his substantial interest, which heightens conflict and governance concerns; the Company discloses this relationship and the beneficial‑ownership limitations that may apply. The practical effect of approval would be immediate conversion of preferred shares into common stock three business days after approval, causing dilution (133,333 shares plus up to 158,333 additional shares if all warrants are exercised) and potential downward pressure on share price. If disapproved, the preferred shares remain non‑convertible and warrants remain unexercisable until approval is obtained, which could impede liquidity and capital plans for the holders. From a valuation and governance perspective, investors should weigh the dilution and insider interest against the Company’s capital needs, the size and timing of these placements relative to market prices, and the Company’s desire to become fully compliant with Nasdaq listing requirements.
Seek shareholder approval under Nasdaq Rule 5635(c) to permit conversion of 16,667 shares of Series A Preferred issued to KC Global (an insider) on April 15, 2026 and exercise of related warrants, which may be deemed equity compensation because issued at less than Nasdaq’s Minimum Price.
This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(c), the conversion of 16,667 shares of Series A Preferred issued to KC Global (an entity managed by director Andy Kaplan) and exercise of related warrants, because the issuance was effected at prices below Nasdaq’s Minimum Price and Nasdaq treats such insider issuances as equity compensation requiring shareholder approval. The Company states it did not intend the issuance to constitute equity compensation, but Nasdaq rules may deem it as such; accordingly approval is sought to comply with listing rules and allow conversion and potential exercise. The Board’s recommendation in favor is compliance‑focused—to permit conversion and avoid noncompliance with Nasdaq rules that could jeopardize listing or require remediation. The proposal raises governance concerns due to the direct insider interest (the pre‑funded warrant and preferred conversion are tied to an entity affiliated with a director), which investors should scrutinize for conflicts and alignment of interests. Approval would result in immediate dilution of up to 16,667 shares plus up to 8,333 additional shares if warrants are exercised, reducing existing holders’ percentage ownership and potentially affecting market price. If not approved, the preferred shares and warrants remain non‑convertible/non‑exercisable, preserving current ownership structure but potentially limiting liquidity or value realization for those holders. Investors should weigh the relatively modest dilution against the governance optics of insider benefit and the Company’s rationale for compliance with Nasdaq listing rules.
Non‑binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including amounts payable in connection with the Acquisition and separation plan.
This non‑binding advisory proposal asks shareholders to approve the Company’s disclosed named executive officer compensation (including amounts tied to the Acquisition and separation plan) as reported under Item 402 of Regulation S‑K. The vote is advisory only but the Board and Compensation Committee state they value shareholder feedback and will consider any significant negative vote and evaluate whether corrective actions are necessary. The Company’s executive compensation program includes base salaries, potential discretionary bonuses linked to performance and milestones, severance and contingent acceleration in certain acquisition contexts, and equity awards (options, SARs, stock awards) intended to align incentives. The practical impact of a ‘For’ vote is procedural endorsement of current pay practices; a substantial ‘Against’ vote would likely trigger review by the Compensation Committee and potential changes to program design. From an investor governance perspective, relevant considerations include the magnitude of potential severance/contingent payouts in acquisition scenarios, deferred compensation arrangements (e.g., CEO deferrals), insider‑related transactions disclosed elsewhere in the proxy, and alignment between realized pay and company performance (the proxy includes a Pay Versus Performance discussion showing material net losses and negative TSR over recent periods). The Board recommends approval to demonstrate alignment and continuity, but the non‑binding nature means contractual obligations remain unaffected by the vote outcome.
Authorize adjournment of the Annual Meeting, if necessary or appropriate, to another place or later date to allow additional solicitation of proxies in order to approve any of the proposals if there are insufficient votes at the scheduled meeting.
This proposal seeks authorization to adjourn the Annual Meeting to a later date or different place if there is no quorum or if there are insufficient votes to approve one or more proposals, allowing the Company to solicit additional proxies. The Board frames this as a procedural mechanism to obtain sufficient shareholder approval without prejudicing shareholders’ rights; proxies returned without specific instructions will be voted in favor of adjournment when appropriate. The practical effect of approval is to preserve the Company’s ability to continue soliciting votes during an adjournment period, potentially changing the outcome of any contested proposal. From a governance perspective, adjournment votes are routine but can be significant when contested proposals face narrow margins; they also temporarily extend uncertainty for shareholders. The Board unanimously recommends approval as a matter of practical flexibility to ensure that valid corporate actions can be taken if initial votes are insufficient. Investors should note that adjournment does not alter the substance of underlying proposals but may permit management additional time and resources to influence outcomes through further solicitation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 2.69% | 402,081 | $860K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.51% | 224,650 | $481K |
| 3 | HighTower Advisors, LLC | 1.29% | 191,755 | $410K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.64% | 96,123 | $206K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.39% | 58,867 | $126K |
| 6 | Marex Group Ltd | 0.37% | 54,887 | $117K |
| 7 | HRT FINANCIAL LP | 0.36% | 54,452 | $117K |
| 8 | BlackRock, Inc. | 0.20% | 29,380 | $63K |
| 9 | NORTHERN TRUST CORP | 0.16% | 23,610 | $51K |
| 10 | Virtu Financial LLC | 0.13% | 19,331 | $41K |
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