This call is being recorded.
Good morning, ladies and gentlemen. Apologies for the delay. I'm Josh Silverman, Chief Executive Officer of StableX Technologies, Inc., and I welcome you to our special meeting of stockholders. I would like to start by introducing the directors of the company and officers: Mr. Joseph Ramelli, Chief Financial Officer; Mr. Sebastian Giordano, Director; Mr. Greg Schiffman, Director; Mr. Zvi Joseph, Director; Mr. Wayne Walker, Director. I will conduct and act as Chairman of this meeting. I hereby call the meeting to order. Ms. Anna Hagberg has been appointed as the Inspector of Election. The Inspector of Election has taken and signed an Oath of Office, and the Secretary has been instructed to file this signed Oath of the Inspector of Election with the records of the meeting.
I have available a list of the holders of common stock, Series H6 preferred stock, Series H7 preferred stock, and Series I preferred stock of the company as of the close of business on September 5, 2025, the record date fixed by the Board of Directors for the determination of stockholders entitled to vote at this meeting, showing the number of shares held by each stockholder as of that date. This list, which was prepared by Issuer Direct Corporation, transfer agent for the company, is open to examination by any stockholder during the meeting. If you have your control number and you have not voted or would like to change your vote, the polls are now open and you may proceed to vote through the virtual meeting website. If you have already voted and do not want to change your vote, you do not need to vote again.
Ms. Hagberg, please report the number of shares outstanding and authorized to vote at this meeting, and the number of shares required for acquiring.
According to a certified copy of a list of stockholders of the company, the company had issued and outstanding, as of the close of business on September 5, 2025, 888,978 shares of common stock with each such share entitled to one vote at this meeting, 50 shares of Series H6 preferred stock with the Series H6 preferred stockholders entitled to an aggregate of seven votes at this meeting. 2,919.96 shares of Series H7 preferred stock with Series H7 preferred stockholders entitled to an aggregate of 31,908 votes at this meeting, and 7,000 shares of Series I preferred stock with Series I preferred stockholders entitled to an aggregate of 106,746 votes at this meeting. According to our tabulation, there are 364,916 shares present or represented at the meeting. Therefore, I declare that a quorum is present for the purpose of transacting business at this meeting.
Thank you. Notice of this special meeting has been given to all stockholders of record as of September 5, 2025. Ms. Hagberg, will you please report on the mailing of the notice of the meeting and of the related proxy materials?
I have an affidavit of mailing from Broadridge Financial Solutions, Inc. The affidavit states that a notice of internet availability of proxy materials was duly mailed commencing on or about September 18, 2025, to all stockholders of record as of September 5, 2025.
The affidavit is hereby ordered to be filed by the Secretary with the minutes of this meeting. As stated in the notice of the meeting, three matters will be considered and acted upon at this meeting to expedite the actions to be taken at this meeting. All matters of business, as reflected in the notice of the meeting, will be presented first, and then a ballot will be taken afterward for voting on each matter.
The first order of business is to approve for purposes of complying with NASDAQ listing rule 5635(d) the issuance of shares of our common stock underlying the Series I convertible preferred stock and warrants. I ncluding by operation of certain antidilution provisions contained therein, issued by us. O ne, to investors in the offering pursuant to the terms of that certain securities purchase agreement dated as of August 4, 2025, by and among the company and the investors named therein.
T wo, to GP Nukamura, Inc. and Palladium Capital Group LLC as placement agents for the offering pursuant to respective engagement letters between the company and placement agents in an amount equal to or in excess of 20% of the company's common stock outstanding for the issuance of such Series I preferred stock and warrants, i ncluding the aggregate of approximately 875,000 shares of common stock issuable upon conversion of the Series I preferred stock, 875,000 shares of common stock issuable upon the exercise of the warrants issued to the investors named in the securities purchase agreement, and 140,000 shares of common stock issued upon the exercise of warrants issued to the placement agents. Further information about this proposal is set forth in the proxy statement.
Approval of this matter requires affirmative vote of a majority of votes cast by the stockholders present in person or represented by proxy at the special meeting and entitled to vote on this proposal, voting affirmatively or negatively, excluding abstentions and broker non-votes. The Board of Directors has recommended that you vote for the issuance proposal. The second order of business is a vote to approve the adoption of the Fourth Amendment to the StableX Technologies Long-Term Incentive Plan as amended, which was approved by the Board on September 8, 2025. The purpose of this agreement is to increase the number of shares of common stock available for the issuance pursuant to awards under the plan by an additional 135,627 shares of common stock.
If this amendment is approved, the number of shares authorized for issuance of awards under the plan will be increased to an aggregate maximum of 400,000 shares of common stock. The affirmative vote of the holders of the majority of the votes cast by the stockholders present in person or represented by proxy at the special meeting and entitled to vote on the incentive plan amendment proposal, voting affirmatively or negatively, excluding abstentions and broker non-votes. The Board of Directors has recommended that you vote for the approval of the plan amendment proposal. The third and final order of business is the vote to adjourn the special meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve one or more proposals presented at the special meeting. Further information about this adjournment proposal is set forth in the proxy statement.
Approval of this proposal requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the special meeting and entitled to vote, voting affirmatively or negatively, excluding abstentions and broker non-votes. The Board of Directors has recommended that you vote for the approval of this adjournment proposal. I now call for a vote by ballot on the three matters I've just described. The polls are open as of the beginning of this meeting. If you have your control number and have not yet voted or would like to change your vote, you may proceed to vote through the virtual meeting website. If you have already voted and do not want to change your vote, you do not need to vote again.
I assume that all who wish to vote have now done so. All having voted who wish to do so, the polls are declared to be closed. The Inspector of Election will count the ballots and inform us of the results. Ms. Hagberg, are you prepared to report on the results of the voting?
Yes, Mr. Chairman. Based upon a preliminary count, we have sufficient votes, one, to approve for purposes of complying with NASDAQ listing rule 5635(d) the issuance of shares of our common stock underlying the Series I preferred stock and warrants, including by operation of certain antidilution provisions contained therein, two, to approve the adoption of the Fourth Amendment to the StableX Technologies Inc. Long-Term Incentive Plan as amended to increase the number of shares of common stock available for issuance pursuant to awards under the plan by an additional 135,627 shares of common stock, and three, to adjourn the special meeting if necessary to solicit additional proxies if there are insufficient votes to approve one or more proposals presented at this special meeting. A final detailed count will be provided to the company shortly after this meeting.
On the basis of such report, I hereby declare that the issuance of shares of our common stock underlying the Series I preferred stock and warrants issued by us in a private placement, as disclosed in the proxy statement, is approved. I further declare that the adoption of the Fourth Amendment to the StableX Technologies Inc. Long-Term Incentive Plan as amended is approved. This completes the business for our agenda. If you have any additional questions for any member of management, questions may be submitted to investors@stablextechnologies.com. We will respond to appropriate questions in due course after the meeting. There being no further business, this concludes our special meeting. The meeting is adjourned.
The meeting has now concluded. Thank you for joining and have a pleasant day. The host has ended this call. Goodbye.