Hi everyone. I'd like to welcome you to the special meeting of stockholders of Know Labs Incorporated and call this meeting to order. My name is Ron Erickson, and I'm CEO and Chairman of the Board of Directors. I will act as Chairman of the meeting. This meeting is being hosted virtually, allowing us to be more inclusive and reach a greater number of our shareholders. Before we begin the business of the meeting, I'd like to introduce other members of our team and board members that are present today: Pete Conley, our Chief Financial Officer and Senior Vice President of Intellectual Property, who will act as Corporate Secretary. John Cronin, Mr. Cronin, has served as a Director since 2023 and as Interim Chief Technology Officer since September 2024. John Pepper, Mr. Pepper, has served as an Independent Director since 2006. Ichiro Takasako.
Mr. Takasako, has served as an Independent Director since 2012. Bill Owens, Mr. Owens, has served as an Independent Director since 2018. Larry Ellingson, Mr. Ellingson, has served as an Independent Director since 2023. The company has appointed Broadridge Financial Solutions to act as Inspector of Election. Mr. Tony Caridio from Broadridge is with us today and has taken the oath of Inspector of Election earlier today. If there is a stockholder or anyone representing a stockholder present who has logged in with their control number and not yet voted, please do so during this meeting. Your vote is very important. As outlined in the notice of the special meeting of stockholders sent to each of the stockholders, the purpose of this meeting is to approve the four proposals listed in the proxy statement mailed to stockholders. Please note that this meeting is being recorded.
However, no one attending via the webcast or telephone is permitted to use any audio recording device. The Board of Directors fixed June 20, 2025, as the record date for determining stockholders entitled to vote at this meeting. Notice of this special meeting of stockholders was mailed commencing on or about July 1, 2025, to our stockholders of record as of the record date. An affidavit to this effect, signed by Broadridge Financial Solutions Incorporated, will be filed with the minutes of this meeting. We have received our final reports from Broadridge Financial Solutions Incorporated and certified list of stockholders from Equiniti Trust Company LLC, our transfer agent.
As of June 20, 2025, the record date, there were 7,497,948 shares of common stock outstanding and 724,297 shares of common stock that can be voted on an as-if converted basis from shares of Series C and D preferred stock, and 1,354,890 shares of common stock that can be voted on an as-if converted basis from shares of Series H preferred stock, for a total of 9,577,135 shares eligible to vote at this meeting. On July 24, 2025, the company convened its special meeting and properly adjourned the meeting to today, July 31, 2025. We are informed by the Inspector of Election that as of 11:59 Eastern Time last evening, there are present in person or by proxy shares representing 5,372,840 votes, or approximately 56.1% of the voting power on the record date.
Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Since proper notice has been given and a quorum is present, the meeting can now proceed to consider all matters properly before it. As noted in the meeting materials, today's meeting is limited in scope and will be conducted solely to consider the matters described in the notice of special meeting. There will be no general question and answer session during the meeting. Stockholders with questions are invited to contact the company at ask, ask@knolllabs.co. The proposals in front of us today are: one, to approve an amendment to our articles of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 750 million.
Two, to approve the issuance of common stock representing more than 19.99% of common stock outstanding as of June 6, 2025, and two, the change of control resulting therefrom upon the closing of a private placement pursuant to that certain securities purchase agreement dated June 6, 2025, by and between the company and GoldenEye 1995 LLC, in accordance with New York Stock Exchange American Rules 713A2 and 713B. Three, to approve an amendment to the Know Labs Incorporated 2021 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2021 plan by 48,950,000 shares. Four, to approve the adjournment of the meeting in the event that the number of shares of common stock present or represented by proxy at the meeting and voting for the adoption of the foregoing proposals are insufficient to approve such proposals.
Mr Erickson, the Board of Directors recommends that our stockholders vote for proposals one through four, and I move that the stockholders give the Board the authority to vote for proposals one through four.
No move.
This is Larry Ellingson, and I second the motion.
Seconded. Thank you.
It is now 1:37 P.M. Pacific Time on July 31, 2025, and the polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I now declare the polls for the special stockholder meeting closed. Mr. Connelly?
Thank you, Ron. At this time, the polls are closed and voting has concluded. We have been informed by the Inspector of Election that the preliminary vote report shows the results of the voting on the four matters brought properly before the meeting as follows. Proposal one, to approve an amendment to our articles of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 750 million. On the basis of these results, proposal one has been approved. Proposal two, to approve one, the issuance of shares of common stock representing more than 19.99% of common stock, and two, the change of control resulting therefrom upon the closing of a private placement between the company and GoldenEye 1995 LLC. On the basis of these results, proposal two has been approved. Proposal three, to approve an amendment to the Knoll Labs Incorporated 2021 Equity Incentive Plan.
On the basis of these results, proposal three has been approved. Proposal four, to approve the adjournment of the meeting. On the basis of these results, proposal four has been approved. We will be reporting the final vote results in a Form 8-K. With that, I turn the meeting back over to Ron Erickson, our Chairman and CEO. Ron.
Thank you, Pete. That concludes the business portion of the meeting. On behalf of the Board of Directors, thank you for supporting these important proposals for the future of our company, and we appreciate your participation in this meeting. At this time, I will entertain a motion to adjourn the meeting.
Mr. Erickson, this is John Pepper. I move that the meeting be adjourned.
This is Larry Ellingson, and I second the motion.
It has been moved and seconded to adjourn this meeting at 1:40 P.M. Pacific Time. Those in favor signify by saying aye.
Aye.
Aye.
Any opposed? Hearing none, the meeting is hereby adjourned. I want to thank all of you again. Thank you for your long-term support of Know Labs. Thank you for your vote and participation today. Have a great day. Thank you very much.
Thank you.
This now concludes the meeting. Thank you for joining. You may now disconnect and have a pleasant day.
Thank you.