As of July 31, 2025, Mr. Thomas B. Akin beneficially owned, or otherwise controlled, directly or indirectly, 27,654,113 shares of common stock of the Company (excluding shares issuable upon the exercise of common stock warrants and the settlement of restricted stock units), which represents approximately 37% of the total voting power of the outstanding common stock of the Company.
What if I hold fewer than 25,000 shares of common stock and hold all of my shares in “street name”?
If you hold fewer than 25,000 shares of our common stock in “street name,” your broker, bank or other nominee is considered the stockholder of record with respect to those shares, and you are not. It is possible that the bank, broker or other nominee also holds shares for other beneficial owners of our common stock and that it may hold 25,000 or more total shares. Therefore, depending upon their procedures, they may not be obligated to treat the Reverse Stock Split as affecting beneficial holders’ shares. We intend to treat stockholders holding our common stock in “street name” in the same manner as record holders. Prior to the Reverse Stock Split, we will conduct an inquiry of all brokers, banks and other nominees that hold shares of our common stock in “street name,” ask them to provide us with information on how many shares held by beneficial holders will be cashed out, and request that they effect the Reverse Stock Split for those beneficial holders. However, these banks, brokers and other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Accordingly, if you hold your shares of common stock in “street name,” we encourage you to contact your bank, broker or other nominee.
What happens if I own a total of 25,000 or more shares of common stock beneficially, but I hold fewer than 25,000 shares of record in my name and fewer than 25,000 shares with my broker in “street name”?
We may not have the information necessary to compare your holdings in two or more different brokerage firms. As a result, if you hold more than 25,000 of shares in the aggregate, your shares may nevertheless be cashed out if you hold them in a combination of accounts in several brokerage firms. If you are in this situation and desire to remain a stockholder of the Company after the Reverse Stock Split, you may wish to combine your holdings in one brokerage account or become a record holder prior to the effective time of the Reverse Stock Split. You should be able to determine whether your shares will be cashed out by examining your brokerage account statements to see if you hold more than the minimum number of shares in any one account. To determine the Reverse Stock Split’s effect on any shares you hold in “street name” (and possible payment of the Cash Payment), you should contact your broker, bank or other nominee.
If I own fewer than 25,000 shares of common stock, is there any way I can continue to be a stockholder of the Company after the Reverse Stock Split?
If you own fewer than 25,000 shares of our common stock, the only way you can continue to be a stockholder of the Company after the Reverse Stock Split is to purchase, prior to the effective time, sufficient additional shares to cause you to own a minimum of 25,000 shares in one account at the effective time. However, given the historically limited liquidity in our stock, we cannot assure you that any shares will be available for purchase and thus there is a risk that you may not be able to purchase sufficient shares to achieve or exceed the required 25,000 shares, and a risk that, even if such shares are available for purchase, they may not be available for a price suitable to your investment objectives. In this instance, you would no longer remain a stockholder after the effective time.
Could the Reverse Stock Split not happen?
Yes. The Reverse Stock Split cannot occur without the requisite approval of the Reverse Stock Split by stockholders at the Special Meeting. Further, even if such approval is obtained, the Special Committee has reserved the right not to proceed with the Reverse Stock Split if it believes it is no longer in the best interests of the Company or the Company’s stockholders. See “What vote is required to approve the Proposals?” and “If the Reverse Stock Split is approved by the stockholders, can the Special Committee determine not to proceed with the Reverse Stock Split?”
Who is entitled to vote at the Special Meeting?
Only holders of record of our common stock as of the close of business on the Record Date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or, except as may otherwise be required by Nevada law, any adjournments or postponements thereof.
How many shares were outstanding on the Record Date?
At the close of business on the Record Date for the Special Meeting, there were shares of common stock outstanding and eligible to vote.
