PROPOSAL NO. 1
APPROVAL OF AN ADDITIONAL AMENDED AND REVISED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED CAPITAL SHARES TO 62,000,000 SHARES, INCLUDING 60,000,000 ORDINARY SHARES AND 2,000,000 SHARES OF PRIORITY
Our amended and restated certificate of incorporation, as amended to date, currently authorizes the issuance of 42,000,000 shares of capital stock, consisting of 40,000,000 common shares, with a par value of $ 0.01 per share, and 2,000,000 preferred shares, 0.001 per share. On April 29, 2021 and June 30, 2021, our board of directors approved a proposal to amend our amended and restated certificate of incorporation in order to increase the number of common shares that we are authorized to issue by 42,000 000 shares to 62,000,000 shares, consisting of 60,000,000 common shares and 2,000,000 preferred shares, with a par value of $ 0.001 per share subject to shareholder approval.
This proposal was reviewed by the shareholders of the Company at its 2021 Annual Meeting of Shareholders held on June 2, 2021. The Company filed a current report on Form 8-K on June 4, 2021 to announce the results of the Annual meeting of shareholders for 2021.. The results of the vote on this proposal reflected a tabulation report that treated the proposal as “routine”; however, the Company’s proxy documents for the annual meeting described the proposal as “non-current”. When presented as a non-routine matter, this proposal was not approved by the shareholders of the Company. Certain common shares beneficially owned by officers and directors of the Company who had been shareholders of Zoom Connectivity, Inc. (“Zoom Connectivity”) which was acquired by the Company as part of a merger transaction in December 2020 , were not inadvertently voted on at the Meeting. If these votes had been cast at the meeting and had been voted in favor of the proposal, the proposal would have been approved by the required vote of the shareholders of the Company. On June 30, 2021, the Company filed with the Secretary of State for the State of Delaware a Certificate of Correction (the “Certificate of Correction”) to revoke the previously filed amendment to the Company’s Certificate of Incorporation to increase the number of authorized actions. share capital to 62,000,000 shares, consisting of 60,000,000 ordinary shares and 2,000,000 preferred shares. This special meeting is held to allow the shareholders to reconsider the proposal in the hope that a sufficient number of common shares beneficially owned by these former Zoom Connectivity shareholders will be voted for the proposal in order to allow the proposal to be approved by the shareholders of the company.
Our Board of Directors believes that the proposed amendment is desirable and in the best interests of the Company and our shareholders and therefore submits the proposed amendment to a shareholder vote in order to give the Company more flexibility in reviewing planning and respond quickly to future business needs, including, but not limited to, capital raising transactions, grants under stock compensation plans, stock splits, potential strategic transactions, including mergers, acquisitions, stock dividends and other general corporate transactions. In particular, a portion of the newly authorized shares should be issued in the context of share offerings, placements or other financing made to raise additional capital for the Company. If authorization for an increase in available common shares is not approved, the delay and expense of obtaining future shareholder approval could adversely affect our ability to meet the needs of the business.
As of July 6, 2021, of the 40,000,000 currently authorized ordinary shares, 35,631,239 shares were issued and outstanding and options to purchase 2,817,077 shares were outstanding under our incentive plans. actions.
Based on our issued and outstanding common shares and options outstanding under our stock incentive plans, as of July 6, 2021, we had 2,400,752 common shares available for future issuance.
As of July 6, 2021, none of the 2,000,000 currently authorized preferred shares were issued or outstanding.
Text of the amendment
Our Board of Directors proposes to delete Section FOUR of our amended and updated Certificate of Incorporation in its entirety and insert the following in its place, so that it reads in its entirety. as following :