# Equity Plans & Dilution Data API - SEC Form DEF 14A > Database of equity plan and dilution data from proxy statements filed on SEC Form DEF 14A, including equity compensation plan tables, equity plan proposals with requested shares, burn rate, overhang, evergreen and repricing terms, authorized share increases, reverse stock splits, share issuances under exchange rules, shares outstanding on the record date, and outstanding warrants and convertible securities. Source: https://sec-api.io/docs/equity-plans-dilution-data-api The Equity Plans & Dilution Data API shows how many new shares a public company plans to issue and how much these shares dilute existing shareholders. The data covers the equity plans and share issuances that public companies put to a shareholder vote from 1994 to the present. Each record covers one proxy statement. Search queries on any field return the matching records in JSON format through one API endpoint. The API extracts the equity compensation plan table, the equity plan proposals with requested shares and the dilution figures the company prints, the proposals that change the capital structure, the number of shares outstanding on the record date, and the warrants and convertible securities the proxy statement lists. The equity compensation plan table starts in 2002, when the SEC first required it. The records of one company over several years show how fast its share count grows. Data sample · Equity plans and dilution | Filed at | Ticker | Company | Meeting | Meeting type | Shares outstanding | Plan proposals | Plan action | Shares requested | Burn rate (%) | Overhang (%) | Evergreen | Capital proposals | Remaining available | Warrants | Convertibles | CIK | Accession no. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2026-10-07 | ONCO | Onconetix, Inc. | 2026-11-10 | annual | 5,241,486 | 0 | – | – | – | – | – | share issuance, reverse split | 158 | 0 | 1 | 1782107 | 0001213900-26-107480 | | 2026-10-07 | CPB | CAMPBELL'S Co | 2026-11-17 | annual | 298,234,693 | 1 | amend increase shares | 9,000,000 | 0.67 | 3.54 | No | – | 6,118,233 | 0 | 0 | 16732 | 0000016732-26-000031 | | 2026-10-05 | DYNR | DYNARESOURCE, INC. | 2026-11-18 | annual | 36,815,725 | 1 | amend increase shares | 2,000,000 | 4.1 | 40 | – | authorized share increase | 1,040,358 | 1 | 3 | 1111741 | 0001193125-26-414342 | | 2026-10-02 | GAME | GameSquare Holdings, Inc. | 2026-10-22 | special | 13,064,322 | 1 | adopt | – | – | – | Yes | share issuance | 500,745 | 0 | 0 | 1714562 | 0001493152-26-045510 | | 2026-09-30 | SLQT | SelectQuote, Inc. | 2026-11-10 | annual | 179,261,801 | 0 | – | – | – | – | – | reverse split | 1,959,269 | 1 | 0 | 1794783 | 0001794783-26-000065 | | 2026-09-30 | AOSL | ALPHA & OMEGA SEMICONDUCTOR Ltd | 2026-11-18 | annual | 30,305,071 | 2 | amend increase shares | 1,170,000 | 3.1 | 3.5 | No | – | 836,971 | 0 | 0 | 1387467 | 0001628280-26-063962 | | 2026-09-29 | PARA | Banzai International, Inc. | 2026-10-16 | special | 4,359,146 | 1 | amend increase shares | 787,425 | – | – | Yes | share issuance, reverse split | – | 21 | 0 | 1826011 | 0001493152-26-044891 | | 2026-09-29 | HRB | H&R BLOCK INC | 2026-11-10 | annual | 122,493,064 | 1 | adopt | – | 0.95 | 6.6 | – | – | 8,440,000 | 0 | 0 | 12659 | 0001104659-26-111942 | | 2026-09-29 | AMCR | Amcor plc | 2026-11-11 | annual | 462,345,690 | 1 | adopt | 12,100,000 | 0.8 | – | – | other | – | 0 | 0 | 1748790 | 0001748790-26-000025 | | 2026-09-25 | SLE | Super League Enterprise, Inc. | 2026-10-16 | annual | 1,997,573 | 1 | amend increase shares | 6,000,000 | 16 | 116.1 | – | share issuance, authorized share increase, preferred stock authorization | 53,000 | 2 | 0 | 1621672 | 0001437749-26-031210 | | 2026-09-24 | COTY | COTY INC. | 2026-11-05 | annual | 880,686,464 | 2 | amend increase shares | 50,000,000 | 1.34 | 7.2 | – | – | – | 0 | 1 | 1024305 | 0001024305-26-000060 | | 2026-09-22 | LTRX | LANTRONIX INC | 2026-11-03 | annual | 46,879,400 | 1 | amend increase shares | 1,800,000 | 3.8 | 10.87 | – | – | 670,877 | 0 | 0 | 1114925 | 0001140361-26-037329 | | 2026-09-21 | ABAT | AMERICAN BATTERY TECHNOLOGY Co | 2026-11-12 | annual | 142,577,758 | 1 | adopt | 10,000,000 | 18.14 | 19.74 | Yes | – | – | 0 | 0 | 1576873 | 0001493152-26-043609 | | 2026-09-18 | EXTR | EXTREME NETWORKS INC | 2026-11-04 | annual | 132,170,695 | 1 | amend increase shares | 1,000,000 | 3.13 | 13.59 | No | – | 18,613,032 | 0 | 0 | 1078271 | 0001193125-26-395545 | | 2026-09-15 | SYNA | SYNAPTICS Inc | 2026-10-27 | annual | 39,692,413 | 1 | amend increase shares | 1,000,000 | 5.56 | 14.4 | No | – | 5,033,813 | 0 | 0 | 817720 | 0000817720-26-000075 | The data comes from proxy statements filed on SEC Form DEF 14A. A company that requests proxies from its shareholders files a proxy statement before the shareholder meeting. Shareholders must approve new equity compensation plans and most increases of plan shares. They also vote on changes to authorized shares, on reverse stock splits and on large share issuances that stock exchange rules require for a vote. The data is extracted from the text of the proxy statement: the notice of the meeting, the voting information, the equity compensation plan information table, the equity plan proposals, the proposals to amend the certificate of incorporation, the share issuance proposals and the security ownership section. The data is provided in a structured JSON format. The extracted information includes: - Record date and the number of shares outstanding per class of stock on the record date - Equity compensation plan information table: the shares to be issued under outstanding options, warrants and rights, their weighted-average exercise price and the shares that remain available, per plan category - Equity plan proposals: plan name and type, action (new plan, share increase, other amendment), shares requested, total share reserve, shares available before approval, outstanding options and full value awards - Dilution figures as printed: burn rate, overhang and dilution percentages - Plan terms: evergreen provision with its formula, fungible share ratio, repricing rule, share recycling rule, minimum vesting period and expiration date - Capital proposals: authorized share increases and decreases, reverse and forward stock splits with the ratio range, listing rule deficiencies, and share issuances under exchange rules such as Nasdaq Rule 5635 with the number of shares, the investor and the price - Outstanding warrants with the number of shares and the exercise price - Outstanding convertible preferred stock and notes with the shares issuable on conversion - Closing stock price on a stated date - Short quotes from the proxy statement that support key values ## API Endpoint Search and retrieve the equity plan and dilution data of proxy statements by sending `POST` HTTP requests with search parameters as JSON-formatted payload to the following API endpoint: https://api.sec-api.io/equity-plans-dilution Supported HTTP methods: `POST` Request and response content type: `JSON` ## Authentication To authenticate your API requests, use the API key available in your [user profile](https://sec-api.io/login). You can use your API key in one of two ways. Choose the method that best fits your implementation: - **Authorization Header:** Include your API key as an `Authorization` header in your `POST` requests. For instance, before sending a `POST` request to `https://api.sec-api.io/equity-plans-dilution`, ensure the header is set as follows: `Authorization: YOUR_API_KEY`. - **Query Parameter:** Alternatively, append your API key directly to the URL as a query parameter. For example, when making `POST` requests, use the URL `https://api.sec-api.io/equity-plans-dilution?token=YOUR_API_KEY` instead of the base endpoint. ## Request Parameters Search the equity plan and dilution data of proxy statements by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the [Response Structure section](#response-format) below. Send a search query as a JSON-formatted payload to the API using the structure explained below. **Request parameters:** - query: string Your search criteria in the format `field:value` defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets (`[`, `]`), wildcards (`*`) and search expression grouping with normal brackets (`(`, `)`). More [information on Lucene is available here](https://sec-api.io/resources/lucene-query-syntax-overview). Query examples are [available below.](#request-examples) - from: integer Specifies the starting position of your results, allowing for pagination. For instance, set `from` to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per `query`. To retrieve all results in your search universe, increment `from` by the value of the `size` parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your `query` locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a `filedAt` date range filter, e.g., `filedAt:[2025-01-01 TO 2025-01-31]` (all filings from January 2025), then paginate through the results by incrementing `from`, and once completed, repeat the process for the next month, and so on. - size: integer The number of results to be returned per request. Default: 50. Maximum: 50. - sort: array An array of objects that specify how the returned results are sorted. For example, `[{ "filedAt": { "order": "desc" } }]` sorts the results by the filing date, most recent filings first. Set `order` to `asc` to sort in ascending order. ### Request Examples Find all proxy statements filed in 2026 with an equity plan proposal that reports an overhang of 10% or more, with the result sorted by the filing date, starting with the most recent filings. The overhang is the number of shares under outstanding awards and the shares available for awards, as a percentage of the shares outstanding. A high overhang means a large potential dilution of existing shareholders. Increment the `from` parameter by 50 on each subsequent request to paginate through the results. ```json { "query": "equityPlanProposals.overhangPct:[10 TO *] AND filedAt:[2026-01-01 TO 2026-12-31]", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"desc"}}] } ``` Find all proxy statements with a reverse stock split proposal that aims to regain or keep compliance with an exchange listing rule, for example the minimum bid price of $1.00 per share. ```json { "query": "capitalProposals.proposalType:reverse_split AND capitalProposals.listingDeficiency:true", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"desc"}}] } ``` ## Response Structure **Response type:** JSON The API response represents a JSON object with two fields: `total` (object) and `data` (array). The `total.value` field indicates the total number of results matching your search query. The `data` array holds up to 50 items per request. Each item represents the extracted data from one proxy statement filed on Form DEF 14A. The data contains only facts that the proxy statement states. A value of `null` or `not_stated`, or an empty array, means that the proxy statement does not state the fact. Share counts, percentages and prices are as printed; the API does not calculate them. Share counts that the proxy statement prints in thousands or millions are converted to full numbers. Percentages are numbers from 0 to 100. Dates use the format `YYYY-MM-DD`, or `YYYY-MM` and `YYYY` when the text gives only the month or the year. Amounts are in USD. Each item has the following structure: - accessionNo: string Accession number of the filing, e.g. `0001193125-26-414342`. - formType: string EDGAR form type. `DEF 14A` is a definitive proxy statement. Possible values: `DEF 14A`. - filedAt: date Date and time at which SEC EDGAR accepted the filing, e.g. `2026-10-05T17:02:13-04:00`. - periodOfReport: date Period of report as stated in the EDGAR header of the filing, e.g. `2026-10-05`. For a proxy statement, this is often the date of the shareholder meeting. Some filers state the last day of the fiscal year or the filing date instead. This field is `null` when the EDGAR header gives no period. - entities: array of objects Companies named in the EDGAR header of the filing. A proxy statement filed by the company has one entity, marked `(Filer)`. The company that holds the meeting is always the first entity. - cik: string Central Index Key (CIK) of the entity, without leading zeros, e.g. `1111741`. - ticker: string Trading symbol of the common stock of the entity, e.g. `DYNR`. This field is `null` when the entity has no symbol. - companyName: string Name of the entity as in EDGAR, with its role in the filing in brackets, for example `(Filer)`, e.g. `DYNARESOURCE, INC. (Filer)`. - irsNo: string Employer identification number of the entity, assigned by the Internal Revenue Service (IRS), e.g. `941589426`. - fiscalYearEnd: string Last day of the fiscal year of the entity, in the format `MMDD`, e.g. `1231`. - stateOfIncorporation: string Code of the state or country in which the entity is incorporated, e.g. `DE`. - sic: string Standard Industrial Classification (SIC) code and industry title of the entity, as in EDGAR, e.g. `1000 Metal Mining`. - act: string Securities law under which the entity files, as in EDGAR, e.g. `34`. `34` is the Securities Exchange Act of 1934. - fileNo: string SEC file number of the entity, e.g. `000-30371`. - filmNo: string Film number that SEC EDGAR assigned to the filing document of the entity, e.g. `261441251`. - meetingDate: date Date of the shareholder meeting, e.g. `2026-11-18`. - meetingType: string Type of the shareholder meeting as the proxy statement names it. Possible values: `annual`, `special`, `annual_and_special`, `not_stated`. - recordDate: date Record date of the meeting, e.g. `2026-10-02`. Shareholders who hold shares at the close of business on this date can vote. - url: string URL of the main filing document on SEC EDGAR. - sharesOutstanding: array of objects Number of shares outstanding and entitled to vote on the record date, one item per class of stock. This number is the base for dilution and ownership percentages. - shareClass: string Class of stock as printed, e.g. `Common Stock`. - shares: number Number of shares of the class outstanding on the record date, as printed, e.g. `36815725`. - votesPerShare: number Number of votes per share of the class, as stated, e.g. `1`. - closingStockPrice: object Closing price of the common stock on a date that the proxy statement states, for example to value the shares of a plan proposal. - priceUSD: number Closing price per share in USD, as printed, e.g. `0.89`. - date: date Date of the closing price, e.g. `2026-10-02`. - equityCompensationPlanTable: object Equity compensation plan information table that Regulation S-K Item 201(d) requires. The table shows the shares to be issued under outstanding options, warrants and rights, their average exercise price and the shares that remain available for future awards, per plan category. - asOfDate: date Date of the table, usually the last day of the most recent fiscal year, e.g. `2025-12-31`. - rows: array of objects Rows of the table, one item per plan category or plan, including the total row when printed. - category: string Plan category of the row. `approved_by_security_holders` are plans that shareholders approved. `not_approved_by_security_holders` are plans that shareholders did not approve, for example inducement awards to new employees. `total` is the total row. Possible values: `approved_by_security_holders`, `not_approved_by_security_holders`, `total`, `not_stated`. - planName: string Name of the plan or type of security, as printed, when the table has one row per plan or per security type, e.g. `2019 Plan`. This field is `null` for a row that covers a whole plan category. - securitiesToBeIssued: number Number of securities to be issued on exercise of outstanding options, warrants and rights, as printed (column a), e.g. `3572142`. - weightedAverageExercisePriceUSD: number Weighted-average exercise price of outstanding options, warrants and rights in USD, as printed (column b), e.g. `0.58`. - securitiesRemainingAvailable: number Number of securities remaining available for future issuance under the plans, as printed (column c), e.g. `427858`. - equityPlanProposals: array of objects Proposals on the ballot to adopt, amend, or approve an equity compensation plan. Each item represents one proposal. A plan proposal asks shareholders to approve new shares for employee and director awards. - proposalNumber: string Number of the proposal as printed, e.g. `4`. - planName: string Name of the plan as printed, e.g. `2024 Amended and Restated Equity Incentive Plan`. - planType: string Type of the plan. `omnibus_incentive` permits several award types. `employee_stock_purchase` is a plan under which employees buy shares, often at a discount. Possible values: `omnibus_incentive`, `stock_option`, `restricted_stock`, `employee_stock_purchase`, `director`, `other`, `not_stated`. - actionType: string Action that shareholders approve. `adopt` is a new plan. `amend_increase_shares` adds shares to an existing plan. `amend_other` changes other terms. `reapprove` approves an existing plan again, for example for tax or listing reasons. Possible values: `adopt`, `amend_increase_shares`, `amend_other`, `reapprove`, `not_stated`. - sharesRequested: number Number of new shares that the proposal adds to the plan, as printed, e.g. `2000000`. - totalShareReserve: number Total number of shares reserved under the plan after approval, as printed, e.g. `6000000`. - sharesAvailableBeforeApproval: number Number of shares available for new awards under the plan before approval, as printed, e.g. `427858`. - outstandingOptions: number Number of stock options outstanding under the plans of the company, as stated in the proposal, e.g. `1150000`. - outstandingFullValueAwards: number Number of full value awards outstanding, such as restricted stock units and performance shares, as stated in the proposal, e.g. `7195732`. - evergreenProvision: boolean `true` when the plan increases its share reserve each year automatically, without a new shareholder vote. `false` when the proposal states that the plan has no such provision. - evergreenTerms: string Formula of the automatic annual increase, as stated. - burnRatePct: number Burn rate as printed: the shares granted in a year as a percentage of the shares outstanding, e.g. `4.1`. When the proposal prints an average for several years, this field holds the average. - burnRatePeriod: string Years that the burn rate covers, as stated, e.g. `calendar year 2025`. - overhangPct: number Overhang as printed: the shares under outstanding awards and the shares available for awards as a percentage of the shares outstanding, e.g. `40`. The proposal defines the calculation. - dilutionPct: number Dilution as printed: the potential dilution from the plan, often including the new shares, e.g. `6.55`. The proposal defines the calculation. - fungibleShareRatio: number Number of shares that one full value award uses from the share reserve, as stated, e.g. `1.5`. A ratio above 1 makes full value awards use more shares than options. - repricing: string Rule on the repricing of stock options. `prohibited` means the plan does not permit a lower exercise price, or an exchange of underwater options for cash or new awards, unless shareholders approve it. `permitted` means the plan administrator can reprice options without shareholder approval. Possible values: `prohibited`, `permitted`, `not_stated`. - shareRecycling: string Rule on shares that return to the share reserve. `liberal` means shares withheld for taxes or for the exercise price return to the reserve. `limited` means such shares do not return; only shares of forfeited, expired, or cash-settled awards return. Possible values: `liberal`, `limited`, `not_stated`. - minimumVestingYears: number Shortest minimum vesting period of awards in years, as stated, e.g. `1`. Exceptions for a small part of the reserve, typically 5%, are not taken into account. - expirationDate: date Date on which the plan expires, as stated, e.g. `2032-11-30`. - capitalProposals: array of objects Other proposals on the ballot that change the capital structure. Each item represents one proposal. These include changes of the authorized shares, stock splits, share issuances that need shareholder approval under the exchange rules, and other capital matters such as an authority to repurchase shares. - proposalNumber: string Number of the proposal as printed, e.g. `5`. - proposalType: string Type of the proposal. `share_issuance` is an issuance that needs shareholder approval under an exchange rule, for example Nasdaq Rule 5635 for issuances of 20% or more of the outstanding shares. `other` covers other capital matters, for example a share repurchase authority. Possible values: `authorized_share_increase`, `authorized_share_decrease`, `reverse_split`, `forward_split`, `share_issuance`, `preferred_stock_authorization`, `other`. - shareClass: string Class of stock that the proposal affects, as printed, e.g. `Common Stock`. - currentAuthorizedShares: number Number of authorized shares of the class before the change, as printed, e.g. `40000000`. - proposedAuthorizedShares: number Number of authorized shares of the class after the change, as printed, e.g. `100000000`. - splitRatioMin: number Lowest split ratio that the proposal permits, e.g. `2`. For a reverse split of 1-for-10, the value is `10`. - splitRatioMax: number Highest split ratio that the proposal permits, e.g. `15`. Equal to `splitRatioMin` for a fixed ratio. - listingDeficiency: boolean `true` when the proposal states that it aims to regain or keep compliance with an exchange listing rule, for example the minimum bid price of $1.00. - exchangeRule: string Exchange rule that the proposal names as the reason for the vote, as printed, e.g. `Nasdaq Rule 5635(d)`. - sharesToBeIssued: number Maximum number of shares to be issued under the proposal, as printed, e.g. `154856150`. - counterparty: string Investor or other party that receives the shares, as printed, e.g. `PIPE Investor (an accredited investor)`. - pricePerShareUSD: number Price or exercise price per share in USD of the shares to be issued, as printed, e.g. `0.19534`. - summary: string Short summary of the proposal in neutral words. - warrants: array of objects Warrants of the company that are outstanding, as stated in the proxy statement. Each item represents one warrant issue. Warrants give the holder the right to buy shares at a fixed price. - description: string Name or short description of the warrant issue, based on the proxy statement text, e.g. `Outstanding warrants`. - sharesUnderlying: number Number of shares that the holders can buy on exercise, as printed, e.g. `7555832`. - exercisePriceUSD: number Exercise price per share in USD, as printed, e.g. `115000`. For a group of warrants, this is the weighted-average exercise price when the proxy statement prints one. - expirationDate: date Date on which the warrants expire. - convertibleSecurities: array of objects Preferred stock, notes, and other securities outstanding that convert into common stock, as stated in the proxy statement. Each item represents one security. - securityName: string Name of the security as printed, e.g. `Series C Preferred Stock`. - unitsOutstanding: number Number of preferred shares or other units outstanding, as printed, e.g. `1734992`. - principalAmountUSD: number Principal amount outstanding in USD for notes and other debt, as printed. - sharesIssuableOnConversion: number Number of common shares issuable on conversion, as printed, e.g. `2224349`. - conversionPriceUSD: number Conversion price per common share in USD, as printed, e.g. `0.19534`. - evidence: object Short quotes from the proxy statement that support key values. Each key is the path of a field, e.g. `equityPlanProposals[0].burnRatePct`, and each value is the quote. ### Response Example JSON ```json { "total": { "value": 1, "relation": "eq" }, "data": [ { "accessionNo": "0001193125-26-414342", "formType": "DEF 14A", "filedAt": "2026-10-05T17:02:13-04:00", "periodOfReport": "2026-10-05", "entities": [ { "cik": "1111741", "ticker": "DYNR", "companyName": "DYNARESOURCE, INC. (Filer)", "irsNo": "941589426", "fiscalYearEnd": "1231", "stateOfIncorporation": "DE", "sic": "1000 Metal Mining", "act": "34", "fileNo": "000-30371", "filmNo": "261441251" } ], "meetingDate": "2026-11-18", "meetingType": "annual", "recordDate": "2026-10-02", "url": "https://www.sec.gov/Archives/edgar/data/1111741/000119312526414342/def_14a_-_2026_agm_proxy.htm", "sharesOutstanding": [ { "shareClass": "Common Stock", "shares": 36815725, "votesPerShare": 1 }, { "shareClass": "Series C Preferred Stock", "shares": 1734992, "votesPerShare": null }, { "shareClass": "Series D Preferred Stock", "shares": 760000, "votesPerShare": null }, { "shareClass": "Series E Preferred Stock", "shares": 1552795, "votesPerShare": null } ], "closingStockPrice": { "priceUSD": 0.89, "date": "2026-10-02" }, "equityCompensationPlanTable": { "asOfDate": "2025-12-31", "rows": [ { "category": "approved_by_security_holders", "planName": null, "securitiesToBeIssued": 3572142, "weightedAverageExercisePriceUSD": 0.58, "securitiesRemainingAvailable": 427858 }, { "category": "not_approved_by_security_holders", "planName": null, "securitiesToBeIssued": 0, "weightedAverageExercisePriceUSD": 0, "securitiesRemainingAvailable": null }, { "category": "total", "planName": null, "securitiesToBeIssued": 3572142, "weightedAverageExercisePriceUSD": 0.58, "securitiesRemainingAvailable": 1040358 } ] }, "equityPlanProposals": [ { "proposalNumber": "4", "planName": "2024 Amended and Restated Equity Incentive Plan", "planType": "omnibus_incentive", "actionType": "amend_increase_shares", "sharesRequested": 2000000, "totalShareReserve": 6000000, "sharesAvailableBeforeApproval": 427858, "outstandingOptions": 1150000, "outstandingFullValueAwards": null, "evergreenProvision": null, "evergreenTerms": null, "burnRatePct": 4.1, "burnRatePeriod": "calendar year 2025", "overhangPct": 40, "dilutionPct": null, "fungibleShareRatio": null, "repricing": "not_stated", "shareRecycling": "limited", "minimumVestingYears": null, "expirationDate": null } ], "capitalProposals": [ { "proposalNumber": "5", "proposalType": "authorized_share_increase", "shareClass": "Common Stock", "currentAuthorizedShares": 40000000, "proposedAuthorizedShares": 100000000, "splitRatioMin": null, "splitRatioMax": null, "listingDeficiency": null, "exchangeRule": null, "sharesToBeIssued": null, "counterparty": null, "pricePerShareUSD": null, "summary": "Charter amendment to increase the authorized capital stock from 60,001,000 to 120,001,000 shares and the authorized Common Stock from 40,000,000 to 100,000,000 shares. As of October 2, 2026, only 3,184,275 shares of Common Stock remained available for future issuance. Purposes include raising capital, equity awards and acquisitions." } ], "warrants": [ { "description": "Outstanding warrants", "sharesUnderlying": 7555832, "exercisePriceUSD": null, "expirationDate": null } ], "convertibleSecurities": [ { "securityName": "Series C Preferred Stock", "unitsOutstanding": 1734992, "principalAmountUSD": null, "sharesIssuableOnConversion": 2224349, "conversionPriceUSD": null }, { "securityName": "Series D Preferred Stock", "unitsOutstanding": 760000, "principalAmountUSD": null, "sharesIssuableOnConversion": 760000, "conversionPriceUSD": null }, { "securityName": "Series E Preferred Stock", "unitsOutstanding": 1552795, "principalAmountUSD": null, "sharesIssuableOnConversion": 1552795, "conversionPriceUSD": null } ], "evidence": { "equityPlanProposals[0].sharesRequested": "If our stockholders approve the Plan Amendment, an additional 2,000,000 shares will be reserved for issuance under the Amended 2024 Plan over the existing share reserve under the 2024 Plan for a total share reserve of 6,000,000 shares.", "equityPlanProposals[0].burnRatePct": "In calendar years 2023, 2024 and 2025, our annual equity burn rates (calculated by dividing the number of shares subject to equity awards granted during the year by the weighted-average number of shares outstanding during the applicable year) under our equity plans were 0%, 9.6% and 4.1%, respectively.", "equityPlanProposals[0].overhangPct": "If the Amended 2024 Plan is approved, we expect our overhang at the end of 2026 will be approximately 40%.", "capitalProposals[0].proposedAuthorizedShares": "an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), that would increase the number of authorized shares of our stock from 60,001,000 to 120,001,000 and increase the number of authorized shares of our Common Stock from 40,000,000 to 100,000,000", "warrants[0].sharesUnderlying": "consisting of 7,555,832 shares underlying outstanding warrants and 3,572,142 shares underlying outstanding stock options, restricted stock units, deferred stock units and other compensatory share awards", "convertibleSecurities": "As of the Record Date, the 1,734,992 shares of Series C Preferred Stock outstanding were convertible into an aggregate 2,224,349 shares of Common Stock, the 760,000 shares of Series D Preferred Stock outstanding were convertible into an aggregate 760,000 shares of Common Stock" } } ] } ```