Good morning, ladies and gentlemen. I'm Joshua Silverman, Chief Executive Officer of Fabric.Ai, Inc. I welcome you to our annual meeting of stockholders. I would like to start by introducing the officers and directors of the company, 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 the 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 H-6 preferred stock, Series H-7 preferred stock, and Series I preferred stock of the company as of the close of business on April 22nd, 2026, 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 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 a quorum.
According to a certified copy of a list of stockholders of the company, the company had issued an outstanding as of the close of business on April 22nd, 2026, 1,455,975 shares of common stock, with each such share entitled to one vote at this meeting, 50 shares of Series H-6 preferred stock with the Series H-6 preferred stockholders entitled to an aggregate of 110 votes at this meeting, 1,180 shares of Series H-7 preferred stock with Series H-7 preferred stockholders entitled to an aggregate of 12,806 votes at this meeting, and 7,000 shares of Series I preferred stock with Series I preferred stockholders entitled to an aggregate of 645,041 votes at this meeting. According to our tabulation, there are 770,806 shares present or represented at the meeting. I declare that a quorum is present for the purpose of transacting business at this meeting.
Thank you. Notice of this annual meeting has been given to all stockholders of record as of April 22nd, 2026. Ms. Hagberg, will you please report on the mailing of the notice of the meeting and 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 June 1st, 2026 to all stockholders of record as of April 22nd, 2026.
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, seven 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 this meeting, will be presented first, and then a ballot will be taken afterwards for voting on each matter. The first order of business is to elect directors, each to serve on the board of directors for a term of one year or until their successors are elected and qualified. As set forth in the proxy statement, the five directors nominated by the board of directors are Joshua Silverman, Sebastian Giordano, Greg Schiffman, Zvi Joseph, and Wayne Walker.
Information about each of these nominees, including their qualifications and biographical backgrounds, is set forth in the proxy statement, nor their nominations were made in accordance with the submission criteria and deadlines set forth in the restated bylaws. The nominations for directors are hereby closed. The five director nominees who receive the most votes will be elected. The board of directors has recommended that you vote for each director nominee. Second order of business is to approve for purposes to comply with Nasdaq Listing Rule 5635, the issuance of, A, shares of our common stock underlying, including by operation of certain anti-dilution provisions contained therein.
The Series K convertible stock and warrants issued to us by investors in the offering pursuant to the terms of that certain purchase agreement, dated as of April 27, 2026, by and among the company and the investors named therein, and the warrants to the placing agent for the offering.
The Series J Convertible Preferred Stock issued by us pursuant to that certain joint development and license agreement dated as of April 27, 2026, and warrants issued and issuable by us pursuant to the terms of that certain amended and restated consulting agreement dated as of April 27, 2026, by and between the company and JD Advisors, LLC, and warrants issued by us 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 and Series I Preferred Stock in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuances. Further information about this proposal is set forth in the proxy statement.
Approval of this matter requires the affirmative vote of a majority of votes cast by the stockholders present in person or represented by proxy at the annual 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 third order of business is a vote on the ratification of the appointment of Stephano Slack LLC as your independent registered public accounting firm for the fiscal year ending December 31st, 2026. Further information about the services provided by Stephano Slack LLC is set forth in the proxy statement.
Approval of this proposal requires 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 annual meeting and entitled to vote on such proposal, excluding abstentions and broker non-votes. The board of directors has recommended that you vote for the ratification of the appointment of Stephano Slack LLC. The fourth order of business is a vote to approve the adoption of the Fifth Amendment to the Fabric.Ai, Inc. long-term incentive plan. As amended, which was approved by the board on May 22nd, 2026, the purpose of this amendment is to increase the number of shares of common stock available for issuance pursuant to awards under the plan by an additional 4,600,000 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 5 million shares of common stock. Approval of this matter requires the affirmative vote of the shareholders of the majority of the votes cast by the stockholders present in person or represented by proxy at the annual 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 fifth order of business is a vote to approve a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement. This proposal is a non-binding advisory vote.
Approval of this proposal requires 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 annual meeting and entitled to vote on such proposal. The board of directors has recommended that you vote for the approval of an advisor on an advisory basis of the compensation paid to our named executive officers as disclosed in our proxy statement. The sixth order of business is the vote to approve on a non-binding advisory basis the frequency of future advisory votes on the compensation paid to our named executive officers. This proposal is a non-binding advisory vote. By voting with respect to this proposal, stockholders may indicate whether they would prefer the company conduct future advisory votes on executive compensation once every one, two, or three years.
The number of years, one, two, or three, that receives the highest number of votes will be deemed to be preferred by stockholders. The board of directors has recommended that you vote for the option of every three years for future advisory votes on executive compensation. The seventh and final order of business is the vote to adjourn the annual meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve one or more proposals presented at this annual meeting. Further information about this adjournment proposal is set forth in the proxy statement. Approval of this proposal requires the affirmative vote of the holders of a majority of votes cast by the stockholders present in person or represented by proxy at the annual 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 the adjournment proposal. I now call for a vote by ballot on the seven 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 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 done so now. 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 to elect each of the director nominees to approve, for purposes of complying with Nasdaq Listing Rule 5635D, the issuance of shares of our common stock underlying, including by operation of certain anti-dilution provisions contained therein, the Series K preferred stock, Series J preferred stock, and warrants to ratify the appointment of Stephano Slack LLC as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, to approve the adoption of the Fifth Amendment to the Fabric.Ai 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 4,600,000 shares of common stock.
To approve on an advisory basis the compensation paid to our named executive officers, each as disclosed in the proxy statement. To approve the option of every three years for future advisory votes on executive compensation to adjourn the annual meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve one or more proposals presented at this annual 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 each of the director nominees has been duly elected as a director to serve for a term of one year or until their successors have been duly elected and qualified. I further declare the issuance of shares of our common stock underlying the Series K preferred, Series J preferred stock, and warrants is approved. I further declare that the appointment of Stephano Slack LLC as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified. I further declare that the compensation paid to our named executive officers, as disclosed in the proxy statement, have been approved on an advisory basis. Finally, I declare the frequency of future advisory votes on executive compensation of every three years has been approved on an advisory basis. This completes the business of our agenda.
If you have any additional questions for any member of management, questions may be submitted to ir@fabric-ai.co. We will respond to appropriate questions in due course after the meeting. There being no further business, this concludes our annual meeting. The meeting is adjourned.
The meeting has now concluded. Thank you for joining, and have a pleasant day.