11/05/2025 | Press release | Distributed by Public on 11/05/2025 16:09
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, 2025, at the Company's Annual Meeting of Stockholders ("Annual Meeting"), the Company's stockholders approved an amendment to the certificate of incorporation whereby the authorized shares of common stock will be increased from 100,000,000 shares to 2,000,000,000 shares (See Item 5.07 below). All other provisions of the certificate of incorporation remain unchanged. The amendment to the certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 5, 2025, to become effective immediately upon filing. A copy of the certificate of amendment is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on November 4, 2025. As of September 10, 2025, the record date for the Annual Meeting, 23,314,603 shares of common stock were issued and outstanding and entitled to vote. A total of 12,534,781 shares were represented in person or by proxy at the meeting, constituting a quorum.
At the Annual Meeting, the Company's stockholders voted on the following proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 17, 2025. The final voting results for each proposal are set forth below.
Proposal 1 - Election of Directors
Stockholders elected four directors to serve until the Company's next annual meeting of stockholders or until their successors are duly elected and qualified. The results of the voting were as follows:
|
Nominee |
Votes For |
Withheld |
Broker Non-Votes |
|
Marcus Laun |
6,261,019 |
3,422,821 |
2,850,941 |
|
Matthew Flemming |
6,272,400 |
3,411,440 |
2,850,941 |
|
Leo Womack |
6,262,393 |
3,421,447 |
2,850,941 |
|
Todd Palin |
6,259,116 |
3,424,724 |
2,850,941 |
Proposal 2 - Amendment to Certificate of Incorporation to Increase Authorized Common Stock
Stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 2,000,000,000 shares. The results of the voting were as follows:
|
Votes For: |
6,081,162 |
|
Votes Against: |
511,117 |
|
Abstain: |
3,333,551 |
|
Broker Non-Votes: |
2,608,951 |
Proposal 3 - Authorization for the Board to Effect a Reverse Stock Split
Stockholders approved a proposal authorizing the Company's Board of Directors, in its discretion, to amend the Company's Certificate of Incorporation to effect a reverse stock split of the Company's common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio to be determined by the Board of Directors on or before April 30, 2027. The results of the voting were as follows:
|
Votes For: |
8,140,937 |
|
Votes Against: |
1,047,733 |
|
Abstain: |
3,346,111 |
|
Broker Non-Votes: |
-0- |
Proposal 4 - Amendment to the 2020 Stock Plan
Stockholders approved an amendment to the Company's 2020 Stock Plan to increase the number of shares of common stock authorized for issuance under the plan from 1,666,667 shares to 4,000,000 shares. The results of the voting were as follows:
|
Votes For: |
5,878,043 |
|
Votes Against: |
359,121 |
|
Abstain: |
3,446,675 |
|
Broker Non-Votes: |
2,850,942 |
Proposal 5 - Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Tanner LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were as follows:
1
|
Votes For: |
9,033,571 |
|
Votes Against: |
125,382 |
|
Abstain: |
3,375,828 |
|
Broker Non-Votes: |
-0- |
Section 9 - Financial Statements and Exhibits.