9 nominees · 3 ballot items.
The Special Meeting has three matters to be voted on: (1) Series B Conversion Proposal to approve issuance of up to 53,925,620 shares of common stock upon conversion of Series B Preferred Stock and related adjustments; (2) Warrant Exercise Proposal to approve issuance of up to 37,190,083 shares of common stock upon exercise of warrants and related adjustments; (3) Adjournment Proposal to adjourn the meeting to allow additional solicitation if votes are insufficient.
To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 53,925,620 shares of the Company’s common stock upon the conversion of the 360,000 shares of Series B Non-Voting Convertible Preferred Stock, including shares issued as dividends or subject to the make-whole provision, and any adjustment to the conversion price following stock dividends, stock splits or other share combination events, all issuable under the Series B Certificate of Designation.
To approve, pursuant to Nasdaq Rule 5635(d), the issuance of up to 37,190,083 shares of the Company’s common stock upon the exercise of the warrants issued in the private placement (including anti-dilution provisions and a reset provision) and the exercise of warrants under the alternative cashless exercise provision, which may result in dilutive issuances and adjustments to the exercise price or number of shares, all issuable under the Warrants and related agreements.
To approve an adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Series B Conversion Proposal and/or the Warrant Exercise Proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GOLDMAN SACHS GROUP INC | 0.99% | 25,988 | $46K |
| 2 | JANE STREET GROUP, LLC | 0.46% | 12,094 | $22K |
| 3 | UBS Group AG | 0.42% | 10,924 | $19K |
| 4 | MORGAN STANLEY | 0.38% | 10,000 | $18K |
| 5 | JANE STREET GROUP, LLC | 0.30% | 7,869 | $14K |
| 6 | Tower Research Capital LLC (TRC | 0.02% | 444 | $790 |
| 7 | Tower Research Capital LLC (TRC | 0.00% | 125 | $222 |
| 8 | BlackRock, Inc. | 0.00% | 67 | $119 |
| 9 | WELLS FARGO COMPANY/MN | 0.00% | 52 | $93 |
| 10 | Blue Trust, Inc. | 0.00% | 35 | $62 |
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