Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 29, 2024, at the Special Meeting, a total of 16,773,176 (or 93.859%) of the Company's issued and outstanding shares of Class A common stock held of record as of November 15, 2024, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company's stockholders voted on the following proposals at the Special Meeting, each of which received sufficient votes (more than a majority of the votes cast) for approval. The final vote tabulation for each proposal is set forth below.
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1.
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To approve and adopt a proposal to amend our Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), to effect a reverse stock split of our issued and outstanding Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), any time before September 30, 2025, at a ratio ranging from one-for-five (1:5) to one-for-one hundred (1:100) (the "Reverse Split") with the exact ratio within such range to be determined at the sole discretion of the Company's Board of Directors (the "Board"), without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse Split.
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FOR
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AGAINST
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ABSTAIN
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16,773,176
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0
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0
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2.
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To approve, for purposes of complying with NYSE American Rule 713, the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding immediately prior to such issuance in connection with the Exchange Agreement (the "Smithline Exchange Agreement") with Smithline Family Trust II ("Smithline").
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FOR
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AGAINST
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ABSTAIN
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15,664,421
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0
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1,108,755
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3.
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To approve, for purposes of complying with NYSE American Rule 713, the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding immediately prior to such issuance in connection with the Strata Purchase Agreement dated October 13, 2023 with ClearThink Capital Partners, LLC ("ClearThink"), as supplemented by the Supplement to Strata Purchase Agreement, dated as of October 13, 2023, and as amended, with ClearThink Capital Partners, LLC (the "Strata Purchase Agreement") whereby ClearThink agreed to purchase up to $5,000,000 of shares of our Class A Common Stock and in connection with the Finder's Fee Agreement, dated as of October 9, 2023, as amended (the "Finder Agreement"), with J.H. Darbie & Co., Inc., a registered broker-dealer (the "Finder").
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FOR
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AGAINST
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ABSTAIN
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15,664,421
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0
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1,108,755
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4.
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To approve, for purposes of complying with NYSE American Rule 713, the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding immediately prior to such issuance in connection with the Securities Purchase Agreement (the "SPA") with an institutional investor (the "Purchaser") pursuant to which the Company agreed to issue to the Purchaser and subsequent purchasers who will also be parties to the SPA (the Purchaser, together with the purchasers, the "Purchasers") Senior Notes in the aggregate principal amount of up to $2,800,000 (each a "Note" or, together, the "Notes").
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FOR
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AGAINST
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ABSTAIN
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16,773,176
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0
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0
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5.
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To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals.
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FOR
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AGAINST
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ABSTAIN
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16,773,176
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0
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0
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6.
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Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.
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FOR
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AGAINST
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ABSTAIN
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15,664,421
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0
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1,108,755
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The Company's stockholders approved all proposals. Although the adjournment proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
