THE SITUATION REGARDING THE 5/6/2025 VOTE:
With no dialogue with Executive Management, it is impossible to know what to do. The vote on 5/6/2025 is approaching quickly, and I’m extremely concerned about being asked to vote on something that most of us do not fully understand. This is a difficult position to be in.
Based on the feedback I’ve received, Fidelity is viewed as a strong partner — but more troubling is that no alternative funding options were even explored. When asked what other paths were considered, the answer was simply, "none." I don't know enough about the Fidelity T&C's to tell if it is a acceptable deal or not, but feedback says Fidelity has been a supportive partner. Persoanlly, I would like to take a little time to shop this around with investors in my network. At the very least, an attempt should be made to avoid further dilution while stabilizing the company.
Due to limited time, we have two real choices:
Vote yes for the current agreement on 5/6/2025, (this is referring to resolution #3) or
File a temporary injunction to delay the vote until shareholders have sufficient information to make an informed decision. (Note: pursuing this option could increase the risk of insolvency.)
FBR has already cut 70% of its staff, meaning operating costs should now be significantly lower — another critical factor that must be properly evaluated. To be clear, I hold no personal animosity toward anyone. Significant work has gone into getting to this point. However, if no alternatives were even considered, and if the same management, board, and marketing team remain in control, there is serious reason to question whether the company’s trajectory will improve — or simply continue toward insolvency.
No one from management has engaged shareholders meaningfully in the past, and at this point, it may be too late.
Please give this careful thought — the decision we make now will shape the company's future, one way or the other.
Key Reasons for Concern Before the 5/6/2025 Vote
1. 27% Immediate Dilution — with No Control Over Future Dilution
If the resolutions pass, your holdings could be immediately diluted by approximately 27%. In addition, the 15% cap would reset, allowing management to issue even more shares in the future without requiring shareholder approval — with little to no input from retail investors.
2. Virtually No Ability to Change Board or Management
If the vote passes, shareholders will have almost no ability to replace directors or management. If you feel there has already been a lack of transparency and communication, those issues may become permanently entrenched.
3. Virtually Permanent Loss of Voting Power
If these resolutions pass, retail shareholders are expected to lose almost all practical ability to influence future management decisions, the board, or the company's direction.
4. Virtual No Information — Quarterly Report Delivered Just Six Days Before Monumental Vote
The company’s quarterly report — critical for evaluating its financial condition — is expected to be delivered a maximum of six business days before the vote. This leaves extremely limited time to properly assess the company’s position before making an irreversible decision.
5. What Are You Authorizing with This Vote?
You are being asked to approve major transactions (e.g., Fidelity funding) without being given full disclosure of key terms, such as interest rates, repayment conditions, or covenants — details that could materially impact shareholder value over time. (I am not saying it is bad; I am saying we know nothing about it — and neither do you!) What are the 3 resolutions?
6. 70% Workforce Reduction and CEO Departure
In recent months, the company reduced its workforce by 70% and saw the CEO depart. No clear plan or explanation has been provided regarding how these major changes will affect future operations or viability.
7. Inability to reverse consequences once vote is passed
Although courts may sometimes invalidate votes due to material omissions, reversing the consequences after the fact is extremely difficult, costly, and uncertain. Once this vote is passed, shareholders may have little to no recourse.
8. No understanding of potential revenue (why even extend a deal to FBR?)
There has been no disclosure regarding any secured business pipeline, partnerships, or strategic contracts. The company's future revenue prospects remain unclear.
9. Renewed Importance of Intellectual Property (the only asset)
Because of the recent changes in the material makeup of the company — including the 70% workforce reduction and the departure of the CEO — the company's most critical remaining asset is now its intellectual property. Poor licensing, transfer, or encumbrance decisions — without shareholder input — could severely impair or eliminate shareholder value.
10. Retail Shareholders become completely Irrelevant
The recent "voter concerns form" captured feedback from approximately 90 million shares — a very small fraction of the total shares outstanding. Many shareholders, especially those who are less actively following the company, may be unaware of what is happening — and the consequences could be irreversible.
Please share your thoughts: https://forms.gle/fTE65JdCyPQLkhQx5
Side by side comparison of the 3 resolutions being voted on 5/6/2025.
| Resolution | Possible Benefits ("Good") | Possible Risks ("Bad") |
|---|
| 1 | Resolution 1
(Approve prior share issuances and reset 15% cap) | - Helps company comply with ASX listing rules.
- Potentially allows faster access to needed capital without delays. | - Immediate ~27% dilution of your holdings.
- Resets 15% cap, enabling ongoing dilution without shareholder votes.
- Loss of proportional ownership and voting power. |
|---|
| 2 | Resolution 2
(Approve Fidelity funding and financing arrangements) | - Provides immediate funding to continue operations.
- May help stabilize short-term cash flow. | - Key financial terms (interest rates, covenants) are not disclosed.
- Risk of burdensome debt or loss of operational flexibility.
- Could create long-term financial obligations unknown to shareholders. |
|---|
| 3 | Resolution 3
(Approve future share issuances linked to funding facilities) | - Provides flexibility to secure additional funding quickly if needed.
- May improve company's negotiation leverage with lenders. | - Further dilution beyond the 27% already proposed.
- Retail shareholders' voting power eroded even more.
- Potential permanent shift of control away from existing shareholders. |
|---|
(20min delay)