Good morning. I am John Belizaire, Chief Executive Officer of the company. Welcome to this special meeting of stockholders, and thank you to our directors and officers present, as well as Daniel Steier from Broadridge Financial Solutions, and Daniel Forman and Nathaniel Perle from Lowenstein Sandler LLP, corporate counsel to the company. Chris Gandolfo of Soluna Holdings will act as the independent director of elections. Jessica Thomas will act as secretary of this meeting. I would like to introduce David Michaels, Chief Financial Officer of the company, who will act as chairman of this meeting. David?
Thank you, John. I now call the meeting to order. Will the Secretary please report the number of shares outstanding and entitled to vote at this meeting?
The board of directors has set the close of business on October 1st, 2025, as the record date for stockholders entitled to notice of and to vote at this meeting. A certified list of stockholders entitled to vote at the meeting is available and may be inspected by any stockholder. As of the record date, there were 64,102,101 shares of common stock issued and outstanding. Holders of our common stock are entitled to one vote per share on each matter to be voted upon. Also available for inspection by the stockholders is the affidavit of mailing prepared by an employee of Alliance Advisors LLC, certifying to the timely mailing on October 14th, 2025, of the proxy statement related to the meeting to all stockholders of record on the record date.
Thank you, Jessica. Under the bylaws, the presence in person or by proxy of the holders of one-third of the outstanding shares entitled to vote constitutes a quorum. A preliminary tally by the inspector of elections indicates that a quorum is present, and the meeting will proceed on that assumption. The presence of a quorum will be confirmed by the inspector of elections when they complete their tally of the proxies and ballots. A final count of the exact number of shares present will be included in the minutes of this meeting. Chris Gandolfo has been appointed as independent inspector of elections for this meeting. He has taken the customary oath of office, which will be filed in the permanent records of the meeting. At this time, if you have not already done so, please cast your vote using the voting buttons on the meeting interface.
The company has already given the inspector of elections the proxies previously received from stockholders. If there is anyone present that would like to change their vote, please do so now using the voting buttons on the meeting interface.
This meeting has been called to consider and vote upon the following proposals: the approval of an amendment to the company's articles of incorporation as amended, to increase the number of common stock, par value one-tenth of $0.01 per share, authorized for issuance thereunder from 75 million shares to 375 million shares, which I will refer to as the proposal to increase authorized shares, and secondly, the approval of the adjournment of the special meeting, if necessary, if a quorum is present, to solicit additional proxies if there is not sufficient vote to approve the amendment of the company's articles of incorporation as amended, which I will refer to as the adjournment proposal. The approval of the proposal to increase authorized shares and the adjournment proposal require the affirmative vote of the majority of the votes cast at the special meeting in person or by proxy.
The first order of business is the approval of the proposal to increase authorized shares. I move to approve the first proposal.
I second the motion.
Thank you, John. Let the record show that John Belizaire seconded the motion. The second order of business is the approval of the adjournment proposal. I move to approve the second proposal.
This is John Belizaire. I second the motion.
Thank you, John. Are there any other matters to be brought before this meeting? Hearing none, I now call for votes on the proposals. Inspector of election, please report the final count of the shares represented here and the tally of votes cast regarding the proposals.
I hereby report that the preliminary report indicates both proposals were each approved by a majority of the votes cast on such proposals. I will execute a certificate as to the final results of the voting, and the certificate will be filed within the minute book of the company along with the minutes of this meeting. The final results will also be reported in a Form 8-K to be filed with the SEC within four business days following this special meeting.
Thank you, Chris. As there is no other business, I move to adjourn the meeting. Do I have a second?
I second the motion.
Thank you, John. This concludes the special stockholders' meeting of Soluna Holdings. I hereby declare this meeting adjourned. Thank you all for attending.
That concludes our meeting today. You may now disconnect.