Not independent
Tenure on this board
4.3 yrs
6 nominees · 4 ballot items.
Approve issuance of common stock upon conversion/exercise of Series C Preferred and warrants (Series C Preferred Investors), issuance upon conversion/exercise of Senior Secured Convertible Note and Note Warrant to 3i, issuance upon conversion/exercise of Series B Preferred and warrants to 3i, and adjournment of the Special Meeting if necessary to solicit additional proxies.
Seek Nasdaq 5635(d) approval to eliminate the 19.99% exchange cap so the Company may issue shares upon conversion of Series C Preferred and exercise of Series C Warrants issued under Series C Preferred Purchase Agreement; approval needed to complete future tranche closings and access up to $75M.
This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to eliminate the 19.99% "Series C Exchange Cap" that currently limits the number of shares of common stock that may be issued upon conversion of Series C non-voting convertible preferred stock and upon exercise of associated Series C warrants issued under a Securities Purchase Agreement dated December 9, 2025. Management entered into the Series C Preferred Purchase Agreement providing for up to $75 million of capital through multiple tranche closings, and stockholder approval is required to (a) allow conversion/exercise that would issue more than 19.99% of outstanding shares at a price potentially below the Nasdaq Minimum Price, and (b) permit completion of second and subsequent tranche closings. The proposal describes the securities’ principal terms — including fixed conversion and exercise price of $2.2310 subject to adjustment, a floor price mechanism, cumulative dividends, appetite for significant conversion dilution as much as ~207.7 million shares (99%+ dilution) if fully converted, protective rights for preferred holders, registration rights, and a requirement for periodic stockholder meetings if approval is not obtained. The board recommends FOR the proposal, arguing that completing the financings will provide needed working capital and allow the Company to comply with its contractual obligations; the board also highlights potential consequences of non-approval, including limited access to funds, increased need for alternative financing on potentially worse terms, repeated special meetings and management distraction. The recommended vote is FOR due to the board’s view that the financing is in the best interests of the Company and its stockholders, balancing immediate financing needs against severe dilution risk to existing holders.
Seek Nasdaq 5635(d) approval to eliminate the 19.99% exchange cap so the Company may issue shares upon conversion of the senior secured convertible note (issued to 3i for ~$16.25M) and exercise of related warrant; approval enables using equity to satisfy Note obligations and access registrable shares.
This management proposal seeks shareholder approval under Nasdaq Rule 5635(d) to remove the 19.99% "Note Exchange Cap" limiting the number of common shares that could be issued upon conversion of a senior secured convertible note and exercise of an accompanying warrant issued to 3i in a private placement that raised approximately $16.25 million. The Note carries a 5% coupon, is secured, has monthly installment mechanics convertible into shares or redeemable, matures in five years, and is convertible at $2.2310 per share (subject to adjustments), with alternative conversion mechanics permitting conversion at 97% of VWAP for limited monthly amounts once registration is effective, subject to a floor at $0.39. The Note Warrant exercisable for up to 4,553,213 shares at $2.2310. Stockholder approval is requested because the conversion/exercise could result in issuance of shares at prices below the Nasdaq Minimum Price and in excess of 19.99% of outstanding shares. Board recommends FOR, citing preservation of cash and access to financing; failure to approve would require cash repayment and continue collateral lien on assets and trigger repeated special meetings, potentially damaging operations.
Seek Nasdaq 5635(d) approval to eliminate the 19.99% Series B Cap so the Company may issue shares upon conversion of Series B Preferred and exercise of Series B Warrants issued to 3i under the amended April 29, 2025 Purchase Agreement; approval required to complete remaining tranches and access up to $8.4M.
This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to eliminate the 19.99% "Series B Cap" limiting the number of common shares issuable upon conversion of Series B non-voting convertible preferred stock and exercise of Series B warrants issued under the April 29, 2025 purchase agreement, as amended on December 9, 2025 and assigned to 3i. The Series B financing contemplates up to $8.4 million across multiple tranches; 3i acquired Helena’s rights and the December 9 amendment lowered the Series B floor to $0.39 per share, increasing potential dilution. Approval is necessary to complete the remaining tranche closings and to allow conversions/exercises that could issue shares at prices below the Nasdaq Minimum Price. The board recommends FOR, citing access to needed capital to fund operations and development; failure to approve could limit access to the remaining financing, force alternative (potentially more dilutive) financings, and require repeated stockholder meetings.
Authorize adjournment of the Special Meeting to another date/place to solicit additional proxies if there are insufficient votes for the other proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 87,343 | $77K |
| 2 | Sanctuary Advisors, LLC | 1.9% | 61,205 | $54K |
| 3 | Marex Group plc | 1.9% | 59,263 | $52K |
| 4 | HRT FINANCIAL LP | 1.3% | 42,419 | $38K |
| 5 | XTX Topco Ltd | 0.3% | 10,506 | $9K |
| 6 | UBS Group AG | 0.1% | 2,349 | $2K |
| 7 | Tower Research Capital LLC (TRC | 0.0% | 584 | $517 |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 475 | $420 |
| 9 | UBS Group AG | 0.0% | 17 | $15 |
| 10 | SBI Securities Co., Ltd. | 0.0% | 16 | $14 |
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