6 ballot items.
Six management proposals to approve potential issuances of shares upon conversion/exchange of various preferred stock, convertible notes and warrants, to amend the 2023 Stock Incentive Plan to add shares and an automatic increase tied to Series F conversions, and to grant the Board authority to effect one or more reverse stock splits (1-for-4 to 1-for-100).
Approve, under Nasdaq rules, the potential issuance of 20% or more of outstanding common stock upon conversion or exchange of Series A, C, D (D1/D2/D3) and E preferred stock.
This management proposal seeks shareholder approval under Nasdaq Listing Rules 5635(a), (b), (c) and (d) to permit the Company to issue shares representing 20% or more of outstanding common stock upon conversion or exchange of multiple outstanding series of preferred stock (Series A, C, D1/D2/D3 and E). Management is pursuing this approval primarily to preserve flexibility to issue common stock on conversion of these preferred securities without running afoul of Nasdaq thresholds that would otherwise require pre-approval; doing so may be necessary to allow conversion-based issuances that could help the Company meet the $5 million market value requirement under Nasdaq’s new MVLS rule if the SEC lift the stay. The proposal explains that each series is convertible and that existing conversion limitations currently cap conversions at 19.99% without stockholder approval. The filing discloses material potential dilution if conversions occur, and that conversion price adjustments could increase the number of shares issuable. The board frames the vote as a compliance and capital-structure management measure rather than a financing decision that expands new economic obligations. The recommendation “FOR” is justified on the ground that approval maintains optionality to effect conversions that could assist in meeting Nasdaq listing standards and minimize the risk of suspension or delisting. Risks include substantial dilution to existing holders and potential downward pressure on market price, which the company discloses; there is no assurance additional issuances will achieve the MVLS threshold. For voting analysis, investors should weigh the near-term dilution risk against the operational and listing risk of failing to obtain approval, and consider conversion-price adjustment mechanics and the large outstanding preferred balances disclosed in the filing.
Approve, under Nasdaq rules, the potential issuance of 20% or more of outstanding common stock upon conversion or exchange of Series F preferred stock to be issued in the STEPR acquisition.
This management proposal requests shareholder approval to permit issuance of 20% or more of outstanding common stock upon conversion of Series F preferred stock that will be issued as equity consideration in the proposed acquisition of STEPR. The Series F consideration (three series F-1/F-2/F-3) is sizable—up to $19 million in aggregate equity consideration subject to scaling factors—and conversions could create material dilution (the filing estimates up to ~5,223,256 shares assuming certain conversion assumptions). Management presents the vote as contractually necessary to close the STEPR transaction on the intended economic terms and to preserve Nasdaq listing compliance flexibility under the MVLS rule. The Purchase Agreement contains scaling factors tied to STEPR EBITDA and performance metrics; conversion economics and scaling introduce contingent dilution depending on post-closing performance. The Board recommends “FOR” on grounds that the acquisition and its equity structure support strategic growth and that approval avoids procedural conversion limits that would otherwise cap issuances at 19.99%. Investors should evaluate the strategic rationale of the acquisition against dilution, the measurement and governance of the scaling factors, registration rights and post-closing governance/control provisions, and potential impacts on share count and market capitalization. The company discloses the possibility that conversion price adjustments could yield larger issuance than currently estimated, adding execution risk to the dilution analysis.
Approve, under Nasdaq rules, the potential issuance of 20% or more of outstanding common stock upon conversion or exchange of outstanding convertible promissory notes.
This management proposal asks shareholders to approve potential issuance of 20% or more of common stock for conversions of existing convertible promissory notes, including incremental notes and the complex June 2025 Convertible Exchangeable Notes tied to FET tokens and subject to netting and collateral actions. The company discloses approximately $11.8 million of outstanding convertible debt (principal plus accrued interest), conversion price ranges, alternate conversion mechanisms tied to VWAP and floors, and material prior netting events that reduced collateral and led to remainder notes—facts that increase structuring and execution risk. Approving this proposal would allow conversions that otherwise would be capped at 19.99% without shareholder approval, potentially avoiding transactional impediments and giving the company flexibility to satisfy note holders via conversion. The board recommends “FOR” because approval helps manage capital structure and potential Nasdaq MVLS compliance while avoiding ad-hoc adoptions at the time of conversion. Investors should analyze the variety of conversion price formulas, floors, and default provisions that can accelerate conversion economics, as those mechanics determine ultimate dilution and timing. The filing highlights uncertainty whether issuance will achieve Nasdaq MVLS compliance and discloses dilution risk; thus, the vote is a tradeoff between permitting debt conversions that may stabilize cash obligations and accepting potentially significant dilution and complex contingent outcomes tied to token-collateralized financings.
Approve, under Nasdaq rules, the potential issuance of 20% or more of outstanding common stock upon exercise or exchange of outstanding warrants.
This proposal requests shareholder approval to permit issuance of common stock upon exercise or exchange of outstanding warrants where such issuances could total 20% or more of outstanding common stock. The company currently has warrants for 344,170 shares with exercise prices ranging widely from $5.527 to $490,280 and maturities into 2031–2033; many were issued with incremental notes. Approval would remove the 19.99% issuance cap and allow the company to honor exercises or exchanges that might otherwise require separate stockholder approval, preserving operational flexibility. The Board supports the measure as a routine capital-structure housekeeping action tied to honoring existing contractual instruments and maintaining Nasdaq listing flexibility. Investors should consider the number of in-the-money warrants, exercise prices relative to market, and the potential for concentrated exercises to generate immediate dilution or temporary inflows of cash. The filing cautions that approval does not guarantee Nasdaq MVLS compliance and that issuance could further dilute existing holders, so the vote balances operational practicality against dilution and market-impact concerns.
Approve amendment to the 2023 Stock Incentive Plan to add 5,000,000 shares and add an automatic share increase equal to 10% of shares issued upon conversions of the Series F Preferred Stock.
This management proposal seeks shareholder approval to increase the 2023 Stock Incentive Plan reserve by 5,000,000 shares and to add an automatic increase provision equal to 10% of shares issued upon conversions of the Series F Preferred Stock. Management frames the change as necessary to preserve the Company’s ability to grant equity awards for recruiting, retention and incentive purposes, particularly in light of anticipated dilution from the STEPR acquisition and Series F conversions. The proxy includes the precise amended text to Section 5(a) (replacing the basic limitation with updated share-reserve calculations and the new Series F-derived automatic increase), and explains how the automatic increase preserves plan capacity proportionate to dilution caused by new convertible issuances. The Board recommends “FOR” asserting this amendment will maintain a functioning equity-compensation program and avoid the administrative and competitive drawbacks of a depleted share reserve. For investors, the key issues are dilution to existing holders from additional reserve shares, the mechanics and caps of the automatic increase (10% of Series F conversions), and whether the plan contains sufficient governance (limits on ISOs, adjustment provisions) to curb unbounded dilution. The vote should be evaluated in the context of overall capitalization post-STEPR, existing outstanding convertible instruments, and the company’s hiring/retention needs; approval facilitates compensation flexibility but increases potential future dilution.
Grant the Board discretionary authority to amend the Certificate of Incorporation to effect one or more reverse stock splits at ratios between 1-for-4 and 1-for-100, to be completed within one year.
This management proposal requests shareholder authorization to grant the Board discretion to implement one or more reverse stock splits at a ratio between 1-for-4 and 1-for-100, to be consummated within one year of the record date. Management states the authority is sought to preserve Nasdaq listing compliance, make the stock more attractive to institutional investors, and potentially reduce Delaware franchise tax through a lower issued-share count. The Board will retain full discretion on whether to implement a reverse split, the exact ratio within the approved range, and the timing; it may abandon the split if conditions change. The filing details procedural mechanics, treatment of fractional shares (cash in lieu), effects on outstanding convertible securities and equity plans (equitable adjustments), and discloses potential adverse outcomes including no guarantee of price improvement, reduced liquidity, and unchanged market capitalization. The Board recommends “FOR” arguing flexibility and listing/compliance benefits outweigh potential negatives. For analysis, investors should consider the tradeoffs: short-term per-share price uplift versus dilution from convertible instruments, potential liquidity reduction from fewer outstanding shares and odd-lot effects, and the risk that a reverse split may not avert delisting if other listing criteria remain unmet. The proposal is a governance-level delegation that preserves managerial optionality while carrying standard market-structure and perception risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HRT FINANCIAL LP | 0.67% | 10,924 | $51K |
| 2 | Tower Research Capital LLC (TRC | 0.05% | 750 | $4K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.
