7 nominees · 8 ballot items.
Election of seven directors; ratification of Cherry Bekaert LLP as auditors; approval of reverse stock split (1:2 to 1:10) and amendment to articles; NYSE approvals for potential issuance over 20% upon conversion of Series B and Series C preferred stock and under an equity line (ELOC); approval of 2025 Equity Compensation Plan; adjournment authority.
Election of seven directors to hold office until the 2027 annual meeting.
Ratify the selection of Cherry Bekaert LLP as the independent registered public accounting firm for fiscal 2026.
Approve amendment to articles to permit board to effect a reverse stock split at a ratio of 1-for-2 to 1-for-10, at board discretion within one year.
Approve issuance of shares upon conversion/dividends of Series B convertible preferred stock without giving effect to exchange cap, which may result in issuance exceeding 19.99% of outstanding common stock.
Approve issuance of shares upon conversion/dividends of Series C convertible preferred stock without giving effect to exchange cap, which may result in issuance exceeding 19.99% of outstanding common stock.
Approve issuance of shares under equity line of credit (ELOC) with C/M Capital Master Fund, LP without giving effect to 19.99% exchange cap, potentially resulting in issuance over 19.99% of outstanding common stock.
Approve the 2025 Equity Compensation Plan reserving 891,316 shares with annual evergreen increases and authorizing grants of stock options, restricted stock and other awards to employees, officers, directors, and consultants.
Adjourn the Annual Meeting to a later date or dates to permit further solicitation of proxies if there are insufficient votes to approve any proposal at the time of the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Worth Venture Partners, LLC | 1.76% | 184,796 | $137K |
| 2 | UBS Group AG | 1.57% | 164,638 | $122K |
| 3 | CSS LLC/IL | 1.31% | 137,621 | $102K |
| 4 | XTX Topco Ltd | 0.88% | 92,049 | $68K |
| 5 | CHAPIN DAVIS, INC. | 0.77% | 81,250 | $60K |
| 6 | Alesco Advisors, LLC, An ESL Co | 0.65% | 68,513 | $51K |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.49% | 51,053 | $38K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.45% | 47,157 | $35K |
| 9 | JANE STREET GROUP, LLC | 0.40% | 42,483 | $32K |
| 10 | JANE STREET GROUP, LLC | 0.32% | 33,855 | $25K |
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