Not independent
Tenure on this board
1.6 yrs
8 nominees · 1 ballot item.
To approve the issuance of shares of Common Stock to holders of certain convertible promissory notes and warrants and pursuant to shared services agreements in accordance with Nasdaq Listing Rule 5635.
Approve issuance of shares of Common Stock to holders of certain convertible promissory notes and warrants and pursuant to shared services agreements to comply with Nasdaq Listing Rule 5635.
This management proposal seeks shareholder approval to permit the issuance of shares of Common Stock in connection with conversions and exercises of certain secured convertible notes (the November 2024 Note, the May 2025 Notes, and the August 2025 Notes) and pre-funded warrants, and issuances pursuant to shared services agreements, in order to comply with Nasdaq Listing Rule 5635. Nasdaq Rule 5635 requires shareholder approval for issuances that could result in a change of control (20% or more of outstanding shares) or for certain issuance pricing below the Minimum Price when aggregated. The approval would allow holders, notably RSLGH (a Green Thumb subsidiary, currently owning ~32.1%), to convert or exercise instruments without being limited by 49.99% beneficial ownership limitations or other conversion limitations to the extent those limitations are later removed; if fully converted and exercised, RSLGH could hold approximately 90.1% of outstanding common stock. Management is seeking approval out of an abundance of caution because Nasdaq could aggregate transactions and determine shareholder approval necessary; the Board’s recommendation is “FOR,” concluding that the financings and service arrangements provided critical capital and services that were in the company’s best interest. The Board’s recommendation highlights limited alternative financing on acceptable terms, capital provided that facilitated acquisitions and growth, and the value of continuing services from Green Thumb affiliates. The Board also acknowledges the dilution and control consequences for other shareholders and discloses related-party connections (e.g., CEO’s role at Green Thumb).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | IEQ CAPITAL, LLC | 1.6% | 34,897 | $639K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.3% | 27,369 | $472K |
| 3 | Tidal Investments LLC | 0.7% | 14,309 | $247K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 11,376 | $196K |
| 5 | Concurrent Investment Advisors, LLC | 0.5% | 11,321 | $207K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 7,542 | $130K |
| 7 | MORGAN STANLEY | 0.2% | 4,759 | $87K |
| 8 | UBS Group AG | 0.2% | 3,731 | $68K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 2,330 | $40K |
| 10 | UBS Group AG | 0.0% | 587 | $11K |
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