Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
reported below under Item 5.07 of this Current Report on Form 8-K, on December 10, 2025, we held our 2025 Annual Meeting of Stockholders
(the “Annual Meeting”). At the Annual Meeting, our stockholders approved an amendment to our 2023 Equity Incentive Plan (the
“2023 Plan”) to increase the number of shares of our Common Stock, par value $0.00001 per share (“Common Stock”),
available for issuance under the 2023 Plan by ten million (10,000,000) shares (the “Plan Amendment”). The Plan Amendment
was previously adopted by our Board of Directors on October 31, 2025.
A
summary of the material terms of the 2023 Plan, as amended by the Plan Amendment, is included under the heading “Proposal Three
- Approval of the Proposed Amendment to the 2023 Equity Incentive Plan” in the definitive proxy statement filed by us with
the Securities and Exchange Commission on November 10, 2025, in connection with the Annual Meeting. The summary is qualified in its entirety
by reference to the full text of the 2023 Plan, as amended by the Plan Amendment. A copy of the 2023 Plan, as amended by the Plan Amendment,
is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 10, 2025, we held our Annual Meeting to consider and vote upon the following proposals: (1) to elect directors to serve until
our next annual meeting of stockholders and until their successors are elected and qualified; (2) to ratify the appointment of Semple,
Marchal & Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company
for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”); (3) to approve the Plan Amendment;
(4) to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock issuable
upon the conversion of shares of our Series B Preferred Convertible Stock, par value $0.00001 per share, issuable to B. Riley Principal
Capital, LLC pursuant to that certain Preferred Equity Purchase Agreement, dated September 24, 2025 (the “Issuance Proposal”);
(5) to approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, at the discretion of our Board
of Directors, to increase the authorized number of shares of our Common Stock from three hundred million (300,000,000) shares
to one billion three hundred million (1,300,000,000) shares (the “Authorized Stock Increase Proposal”); and (6) to
approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies
in the event there are not sufficient votes to establish a quorum or in favor of the Plan Amendment, Issuance Proposal, and Authorized
Stock Increase Proposal (the “Adjournment Proposal”).
The
following directors were elected at the Annual Meeting:
Director Votes Votes Abstentions Broker
For Against Non-
Votes
────────────────────────────────────────────────────────────────────────────────────────────
David G. Jemmett 18,323,680 940,341 32,810 7,424,578
Andrew K. McCain 18,556,111 707,303 33,416 7,424,578
Phillip Balatsos 18,745,459 512,810 38,562 7,424,578
Mohsen (Michael) Khorassani 18,742,703 515,669 38,459 7,424,578
Andrew Hancox 18,695,119 563,296 38,416 7,424,578
Our
stockholders approved the Auditor Ratification Proposal. The voting results were as follows:
Votes Votes Abstentions Broker
For Against Non-
Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Auditor Ratification Proposal 27,831,792 1,655,606 27,150
Our
stockholders approved the Plan Amendment. The voting results were as follows:
Votes Votes Abstentions Broker
For Against Non-
Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Plan Amendment 18,060,859 1,221,540 14,431 7,424,579
Our
stockholders approved the Issuance Proposal. The voting results were as follows:
Votes Votes Abstentions Broker
For Against Non-
Votes
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Issuance Proposal 18,288,439 992,842 15,548 7,424,580
Our
stockholders approved the Authorized Stock Increase Proposal. The voting results were as follows:
Votes Votes Abstentions Broker
For Against Non-
Votes
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Authorized Stock Increase Proposal 24,543,780 4,948,334 22,432
Our
stockholders approved the Adjournment Proposal. The voting results were as follows:
Votes Votes Abstentions Broker
For Against Non-
Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Adjournment Proposal 25,188,875 4,172,501 153,169