5 ballot items.
The special meeting includes five proposals: reverse stock split; anti-dilution adjustments for Series A Convertible Preferred; anti-dilution adjustments for August Warrants; approval of a potential future offering; adjournment to solicit additional proxies.
Stockholders are asked to grant the Board discretionary authority to effect a reverse stock split of common stock, at a ratio between 1-for-2 and 1-for-200, to potentially meet Nasdaq minimum bid price rules, with the Board free to abandon the amendment if not in the Company's best interests.
Stockholders are asked to approve sections of the Series A Convertible Preferred Stock that could permit issuance of more than 19.99% of outstanding common stock at below Nasdaq minimum price, triggering potential anti-dilution adjustments.
Stockholders are asked to approve the amendment to the August 2025 Warrants to add anti-dilution provisions that could cause more than 19.99% of common stock to be issued at below the Nasdaq minimum price.
Stockholders are asked to approve a potential future offering of up to 20 million dollars of a new class of convertible preferred stock and warrants under Nasdaq rules (the “Proposed Future Offering”).
Stockholders are asked to authorize the adjournment of the Special Meeting to solicit additional proxies if necessary to obtain votes in favor of Proposals 1-4.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Anson Funds Management LPActivist | 2.3% | 101,762 | $225K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.3% | 15,230 | $34K |
| 3 | UBS Group AG | 0.1% | 4,061 | $9K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.1% | 3,175 | $7K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 291 | $643 |
| 6 | MORGAN STANLEY | 0.0% | 10 | $22 |
| 7 | Farther Finance Advisors, LLC | 0.0% | 5 | $11 |
| 8 | OSAIC HOLDINGS, INC. | 0.0% | 5 | $10 |
| 9 | Truvestments Capital LLC | 0.0% | 2 | $4 |
| 10 | Steward Partners Investment Advisory, LLC | 0.0% | 2 | $4 |
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