Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 15, 2024, we held our 2024 Annual Meeting of the shareholders, at which the shareholders voted on the matters disclosed in our Proxy Statement. The total number of shares entitled to vote at the Meeting was 191,166,318 and there were present at the Meeting, in person or by proxy, 104,573,341 shares, which constituted a quorum for the Meeting. The final voting results for the matters submitted to a vote of the shareholders were as follows:

Proposal No. 1 - Election of Directors

Our shareholders elected the persons listed below for a one-year term expiring at our 2025 Annual Meeting or until their respective successors are duly elected and qualified:

		FOR		AGAINST		BROKER NON VOTES
Robert Arnone		86,108,925		4,971,292		13,493,124
Sean Deson		86,108,927		4,971,290		13,493,124
Gurvinder Singh		86,044,761		5,035,456		13,493,124
Lynn Stockwell		90,797,440		332,777		13,493,124
Dean Valore		86,034,967		5,045,250		13,493,124

Proposal No. 2 - Reverse Stock Split Proposal

Our shareholders voted to authorize the Company's Board, in its discretion but prior to the one-year anniversary of the date on which the proposal is approved by the Company's stockholders at the Annual Meeting, to amend our amended and restated certificate of incorporation to effect a reverse stock split of all of the outstanding shares of our common stock, par value $0.0001 per share, at a ratio in the range of 1-for-5 to 1-for-50, with such ratio to be determined by the Board.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
101,489,864		2,614,301		469,174		0

Proposal No. 3 - Stock Issuance Proposal

Our shareholders voted to approve the potential issuance of common stock upon the conversion of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock governing the Series A Preferred Stock.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
90,064,069		883,386		132,760		13,493,126

Proposal No. 4 - Ratification of Independent Registered Public Accounting Firm

Our shareholders ratified the appointment of SRCO, C.P.A., Professional Corporation as our independent registered public accounting firm for fiscal 2024.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
104,178,428		338,669		56,244		0

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