Fabric.AI, Inc.

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 18, 2026, the Company held the Annual Meeting. As of the close of business on April 22, 2026, the record date for the Annual Meeting, there were (i) 1,455,975 shares of Common Stock outstanding and entitled to an aggregate of 1,455,975 votes, (ii) 50 shares of Series H-6 Convertible Preferred Stock, par value $0.0001 per share (“Series H-6 Preferred Stock”), outstanding and entitled to an aggregate of 110 votes, (iii) 1,180 shares of Series H-7 Convertible Preferred Stock, par value $0.0001 per share (“Series H-7 Preferred Stock”), outstanding and entitled to an aggregate of 12,806 votes, and (iv) 7,000 shares of Series I Convertible Preferred Stock, par value $0.0001 per share (“Series I Preferred Stock”), outstanding and entitled to an aggregate of 645,041 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series I Preferred Stock as set forth in the certificate of designations for the Series I Preferred Stock, in each case, constituting all of the eligible securities entitled to vote on the proposals described below. Holders of the Company’s Common Stock, Series H-6 Preferred Stock, Series H-7 Preferred Stock and Series I Preferred Stock with a total aggregate voting power of 1,455,975 votes were present in person or represented by proxy at the Annual Meeting. At the Annual Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders. There were no broker-non-votes for any of the proposals presented at the Annual Meeting. The final voting results are as follows: Election of five directors to serve on the Company’s board of directors for a term of one year or until their successors are elected and qualified, for which the following are nominees: Joshua Silverman, Wayne R. Walker, Sebastian Giordano, Zvi Joseph, and Greg Schiffman: Nominee Votes For Votes Withheld ───────────────────────────────────────────────────────── Joshua Silverman 766,032 4,774 Wayne R. Walker 766,312 4,494 Sebastian Giordano 763,493 7,313 Zvi Joseph 763,471 7,335 Greg Schiffman 764,405 6,401 Approval of, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock (A) underlying (i) shares of Series K convertible preferred stock, par value $0.0001 per share (the “Series K Preferred Stock”) and warrants (the “Investor Warrants”) issued to investors pursuant to the terms of that certain Securities Purchase Agreement, dated as of April 27, 2026, by and among the Company and the investors party thereto, (ii) warrants issued pursuant to the terms of that certain engagement letter, dated April 23, 2026, between the Company and GP Nurmenkari Inc. (the “Placement Agent Warrants”), (iii) shares of Series J convertible preferred stock, par value $0.0001 per share (the “Series J Preferred Stock”), issued pursuant to that certain Joint Development and License Agreement, dated as of April 27, 2026, by and among the Company and Kopin Corporation (“Kopin”), (iv) warrants issued pursuant to the terms of that certain amended and restated consulting agreement, dated as of April 27, 2026, by and among the Company and JD Advisors, LLC (the “Consulting Warrants”), and (v) warrants issued pursuant to the terms of that certain omnibus waiver, consent, notice and amendment agreement, dated April 27, 2026, by and among the Company and the holders of Series H-7 Preferred Stock and Series I Preferred Stock (the “Waiver Warrants” and, together with the Investor Warrants, Placement Agent Warrants and Consulting Warrants, the “Warrants”), in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series K Preferred Stock, Series J Preferred Stock and Warrants (including any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to the Series K Preferred Stock, Series J Preferred Stock and Warrants in accordance with their terms): For Against Abstain ───────────────────────────────────────────────────────────────────── 749,771 16,235 4,800 Ratification of the appointment of Stephano Slack LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── For Against Abstain ────────────────────────────────────────────────────────────────── 769,211 1,277 318 Approval of the Incentive Plan Amendment, to increase the total number of shares of the Common Stock authorized for issuance under the Incentive Plan by 4,600,000, to a total of 5,000,000 shares: For Against Abstain ─────────────────────────────────────────────────────────────────── 746,560 23,549 697 Approval of, on a non-binding advisory basis, the compensation of the Company’s named executive officers: For Against Abstain ───────────────────────────────────────────────────────────────────── 752,517 15,779 2,510 Approval of, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers (the “Say on Frequency Proposal”): Three Years Two Years One Year Abstain ────────────────────────────────────────────────────────────────────────────────────────────────────────── 695,109 10,378 15,431 49,888 Approval of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the proposals presented at the Annual Meeting: For Against Abstain ───────────────────────────────────────────────────────────────────── 750,376 18,180 2,250 The proposals described above were acted upon by the Company’s stockholders at the Annual Meeting. For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting. Say on Frequency On June 25, 2026, the Company’s board of directors considered the outcome of the advisory vote on the Say on Frequency Proposal and determined that future advisory votes on the compensation of our named executive officers will be conducted every three years. The Company’s board of directors will re-evaluate this determination after the next stockholder advisory vote on the frequency of advisory votes on the compensation of our named executive officers (which will be at the 2032 Annual Meeting of Stockholders, unless presented earlier).