Not independent
Tenure on this board
8.8 yrs
4 nominees · 3 ballot items.
Re-elect four directors; ratify TAAD, LLP as independent auditors for fiscal 2026; and approve securities purchase agreements and related transactions that may issue 20% or more of the Company’s common stock.
Elect Kevin Brian Cox, David N. Keys, David May, and Laurie Weisberg as directors to hold office until the 2027 annual meeting.
Ratify the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the terms of securities purchase agreements entered into in 2025 and 2026 and approve the related Transactions and issuance of Common Stock in the Transactions equal to 20% or more of the Company’s outstanding common stock.
This management proposal requests shareholder approval of a series of securities purchase agreements executed in 2025–2026 (the SPA’s) and related transactions that could result in the issuance of Transaction Shares equal to 20% or more of the Company’s outstanding common stock. Management seeks approval primarily to satisfy Nasdaq Listing Rules 5635(b) and 5635(d), which require shareholder consent for potential change-of-control issuances and for sales of 20%+ of outstanding common stock at potentially dilutive prices. The Transactions described include a Senior Secured Note Purchase Agreement with Funicular Funds (initial principal ~$7.0–8.0 million after amendments), multiple 2025 promissory notes issued to institutional investors, and subsequent March 2026 closings with Pacific Pier and Labrys, all of which include conversion features and warrants. Many of the notes contain multi-tranche conversion mechanics (e.g., conversion tranches at $4.00 and $6.00 per share, with remaining balances convertible only upon default) as well as ratchet provisions that adjust conversion prices downward if the company sells shares at lower prices, creating meaningful dilution risk. After the company’s January 2026 underwritten offering at $1.25 per share, conversion economics across the outstanding notes were effectively reduced to $1.25 per share, increasing the potential dilution materially; management estimates full note conversion could exceed approximately 26% of outstanding common shares as of the May 5, 2026 record date (and could be larger considering warrants and variable conversion terms). The Board’s rationale for recommending approval is procedural and strategic: shareholder approval is needed to comply with Nasdaq rules so the Company can preserve its financings and listing status, while enabling the Company to access capital under the agreed terms. Investors should weigh the trade-off: the financings provide near-term liquidity but include conversion and warrant terms and ratchets that could materially dilute existing holders and affect control dynamics. The proposal’s approval does not change the detailed terms of the SPA’s but authorizes the issuances and related Nasdaq approvals necessary to effectuate the Transactions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.26% | 567,358 | $426K |
| 2 | Gaddis Premier Wealth Advisors LLC | 1.74% | 438,287 | $329K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.77% | 193,070 | $145K |
| 4 | Cable Car Capital, LP | 0.72% | 181,667 | $136K |
| 5 | Millennium Capital Advisors, LLC | 0.34% | 85,000 | $64K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.33% | 83,235 | $63K |
| 7 | UBS Group AG | 0.30% | 74,731 | $56K |
| 8 | Cetera Investment Advisers | 0.26% | 66,000 | $50K |
| 9 | CIBC Bancorp USA Inc. | 0.26% | 65,000 | $49K |
| 10 | STATE STREET CORP | 0.25% | 61,800 | $46K |
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