Good morning, ladies and gentlemen. Will this meeting please come to order? My name is Gary Atkinson. I am the Chief Executive Officer and Chairman of the Board of Directors. Welcome to the 2025 Annual Meeting of the Stockholders of Algorhythm Holdings. An agenda that outlines the order of business for the meeting has been made available. The matters on which the stockholders at the meeting are voting are as follows: Proposal 1: Elect seven directors. Proposal 2: Grant discretionary authority to our Board of Directors to: 1. Amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a reverse split, at a specific ratio within a range of 1-for-2 to a maximum of 1-for-10, with the exact ratio to be determined by our Board of Directors in its sole discretion. 2.
Affect the reverse stock split, if at all, within one year of the date of the proposal, if approved by stockholders. Proposal 3: Approve the reincorporation of the company from the State of Delaware to the State of Nevada by conversion. Proposal 4: Approve an amendment to our 2022 equity incentive plan to increase the number of shares of common stock authorized for issuance thereunder to 5 million shares. Proposal 5: Approve the issuance of shares of common stock to Streeterville Capital, LLC, in prepaid financing transactions that may collectively equal or exceed 20% of our issued and outstanding shares of common stock. Proposal 6: Ratify the selection of M&K CPAs as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2025.
Finally, Proposal 7: Approve one or more adjournments of the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposals 2, 3, 4, and 5, if there are not sufficient votes at the annual meeting to approve and adopt these proposals. I would like to begin the meeting by introducing Alex Andre, who serves as our Chief Financial Officer and General Counsel. We also have representatives of our independent registered public accounting firm, M&K CPAs, joining virtually. Alex Andre will serve as the Secretary of the Meeting and record the proceedings.
He has delivered an affidavit of Continental Stock Transfer and Trust Company, the registrar and transfer agent for our common stock, as to the mailing of the notice of the meeting, together with the related proxy materials and notice of internet availability of proxy materials to all stockholders of record as of the close of business on September 29, 2025, the record date for this meeting. This affidavit is available if any stockholder wishes to examine it, and it will be filed with the minutes of this meeting. Alex will now discuss the procedures for transacting the business of this meeting.
Good morning. An agenda that outlines the order of business for the meeting has been posted on www.cstproxyvote.com/algorhythmholdings/2025. The meeting will take place as described in the agenda. The rules of conduct have been posted on www.cstproxyvote.com/algorhythmholdings/2025. We welcome questions and comments from our stockholders. Stockholders who would like to submit questions can submit questions online. We will make every effort to answer all questions submitted in advance or asked during the meeting. When the report of inspectors of election is complete, we will announce the results.
I hereby appoint Alex Andre as Inspector of Election for the meeting and any adjournment or postponement of this meeting. He has signed an oath to act as Inspector of Election, and this oath will be filed with the minutes of this meeting. The Inspector has the stockholder list of the company as of the close of business on September 29, 2025, the record date for determining stockholders eligible to vote at the meeting, which shows the stockholders and their respective number of shares entitled to vote. Alex has advised us that a quorum is present at this meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. The first item of business is the election of seven directors to our Board of Directors. The proxy statement listed our nominees for director.
The candidates for director who have been nominated to serve as directors by our Nominating and Corporate Governance Committee and Board of Directors are Gary Atkinson, Bernardo Melo, Harvey Judkowitz, Jay B. Foreman, Ajesh Kapoor, Scott Thorn, and Kapil Gupta. No notices of the intent to nominate additional candidates for directors were received. Therefore, I declare the nominations for directors closed. I also note that we advise everyone on this call that on November 14, 2025, Mr. Foreman resigned as a director. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. Voting will continue until after all proposals have been presented. We will now move on to Proposal Number 2. The second item of business is to grant discretionary authority to our Board of Directors to: 1.
Amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or complete a reverse stock split at a specific ratio within a range of 1-for-2 to a maximum of 1-for-10, with the exact ratio to be determined by our Board of Directors in its sole discretion. Two, affect the reverse stock split, if at all, within one year of the date of the proposal, if approved by stockholders. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. Proposal Number 3: Reincorporation to Nevada. The third item of business is to approve the reincorporation of the company from the State of Delaware to the State of Nevada by conversion.
For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. The fourth item of business is to approve an amendment to our 2022 equity incentive plan to increase the number of shares of common stock authorized for issuance thereunder to 5 million. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. The fifth item of business is to approve the issuance of shares of common stock to Streeterville Capital, LLC, in prepaid financing transactions that may collectively equal or exceed 20% of our issued and outstanding shares of common stock.
For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. The sixth item of business is to ratify the selection of M&K CPAs as our independent registered public accounting firm to audit the consolidated financial statements of Algorhythm Holdings for our fiscal year ending December 31, 2025. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. Finally, the seventh item of business is to approve one or more adjournments of the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposals 2, 3, 4, and 5, if there are not sufficient votes at the annual meeting to approve and adopt these proposals.
For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. The Inspector of Election will report on the results of the voting later in the meeting after tabulation has been completed. I understand that the votes have been counted and the preliminary report of the Inspector of Election is ready. Alex, will you please announce the results of the stockholders' vote?
The preliminary report of the Inspector of Election indicates that Gary Atkinson, Bernardo Melo, Harvey Judkowitz, Jay B. Foreman, Ajesh Kapoor, Scott Thorn, and Kapil Gupta have been elected as directors by the stockholders. Each candidate received affirmative votes representing a plurality of the votes cast on this proposal at the meeting. The proposal to grant discretionary authority to our Board of Directors to: 1. Amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares or complete a reverse stock split at a specific ratio within a range of 1-for-2 to a maximum of 1-for-10, with the exact ratio to be determined by our Board of Directors in its sole discretion.
Second, affect the reverse stock split, if at all, within one year of the date the proposal is approved by the stockholders, have been approved by the stockholders by votes representing a majority of the votes cast on this proposal at the meeting. The reincorporation of the company from the State of Delaware to the State of Nevada by conversion has been approved by the stockholders by votes representing a majority of the votes cast on this proposal at the meeting. The amendment to our 2022 equity incentive plan to increase the number of shares of common stock authorized for issuance thereunder to 5 million has been approved by the stockholders by votes representing a majority of the votes cast on this proposal at the meeting.
The issuance of shares of common stock to Streeterville Capital, LLC, in prepaid financing transactions to make collectively equal or exceed 20% of our issued and outstanding shares of common stock has been approved by the stockholders by votes representing a majority of the votes cast on this proposal at the meeting. Ratification of the selection of M&K CPAs as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ended December 31, 2025, has been approved by the stockholders by votes representing a majority of the votes cast on this proposal at the meeting.
One or more adjournments of the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposals 2, 3, 4, and 5, if there are not sufficient votes at the annual meeting to approve and adopt these proposals, has been approved by the stockholders by votes representing a majority of the votes cast on this proposal at the meeting.
Thank you, Alex. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting and reported in a current report on Form 8-K. You have now all heard the results of the voting, and this completes the business to be conducted at this meeting. Since there are no other matters that have come before the meeting, I hereby declare this meeting adjourned. I would like to take this opportunity to thank all of you for your support and your attendance and your interest. Thank you.