US Executive Compensation Proxy SEC Filings — October 30, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

12 high priority 12 total filings analysed

Executive Summary

The 12 DEF 14A filings from October 30, 2026 reveal a broad market focus on governance, executive compensation, and strategic pivots, with several companies undergoing significant structural changes. Key themes include the termination of external management agreements (Cannae), merger-driven control shifts (Chemomab/Scipher), and charter amendments that could dilute common shareholders (Marwynn, Medicus).

Executive compensation practices vary widely, from Tamboran's 35% increase in director fee pool to Stone Point's fee reduction contingent on proposal approvals. Insider ownership is highly concentrated in some cases (OpGen: 80.79% by directors/officers), raising governance concerns. Overall, filings are mostly routine but contain actionable insights for investors regarding upcoming votes, potential dilution, and strategic redirections.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEF 14A · DEFM14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from October 22, 2026.

Investment Signals (12)

  • Board approved reducing Base Management Fee from 1.30% to 1.00% and added a three-year look-back cap on incentive fee, contingent on stockholder approval of extension proposals; this aligns interests and could enhance shareholder returns

  • ▲

    Since 2014, generated ~$2.9B realized value (1.7x multiple); raised ~$793M from non-core asset sales in 2025-2026, including ~$630M from Dun & Bradstreet sale; strategic pivot to sports and entertainment with new outlays ($26M Exeter, $86M BKFC)

  • Seeking approval for US$900,000 aggregate RSUs to eight directors (US$300k/year each) in lieu of cash, and increasing non-executive director cash fee pool by 35% to US$2.7M, indicating confidence in growth and alignment with shareholders

  • Merger with Scipher Medicine will give Scipher shareholders ~68% of combined company, with Scipher CEO leading; this reverse merger could unlock value if Scipher's assets are promising, but heavy dilution for existing holders

  • WD-40 Co ↓ (NEUTRAL)
    ▲

    Routine say-on-pay vote and auditor ratification; no financial data disclosed, but stable governance suggests no immediate concerns

  • ▲

    Changed fiscal year end from March 31 to December 31, creating a transition period; this may align reporting with peers and improve comparability, but watch for any operational impacts

  • IEH Corp ↓ (NEUTRAL)
    ▲

    Routine governance with say-on-pay and auditor ratification; no period data, but hybrid meeting format indicates shareholder engagement

  • Routine proxy with say-on-pay; no financial metrics, but executive compensation disclosure for 2024-2025 may reveal pay trends

  • Electing one Class III director; routine governance with no contentious proposals

  • OpGen ↓ (MIXED)
    ▲

    Highly concentrated ownership (80.79% by directors/officers) could lead to governance risks, but also indicates strong insider alignment

  • Proposals to increase authorized shares from 500M to 2B and Series A preferred from 135k to 700k, substantially diluting common holders and expanding super-voting structure; this could be a red flag for minority shareholders

  • Seeking approval for unlimited 'blank cheque' preferred shares and reverse split up to 1-for-50; this provides flexibility but may signal distress or preparation for acquisitions

Risk Flags (8)

  • Marwynn Holdings↓ [HIGH RISK]
    ▼

    Proposed charter amendments would increase authorized common stock by 300% and Series A preferred by 419%, significantly diluting existing common holders and entrenching super-voting control; high risk of value erosion for minority shareholders

  • ▼

    Merger terms heavily favor Scipher shareholders (68% ownership) while Scipher equity is cancelled for no consideration; existing Chemomab holders face massive dilution and loss of control, with CVRs offering uncertain value

  • OpGen↓ [MEDIUM RISK]
    ▼

    Extreme ownership concentration (80.79% by directors/officers, 78.94% by AEI Capital) limits minority influence and could lead to decisions not in best interests of all shareholders

  • Medicus Pharma↓ [MEDIUM RISK]
    ▼

    Authorization of unlimited preferred shares with blank cheque features could enable aggressive dilution or hostile tactics; reverse split up to 1-for-50 may be a precursor to further capital raises or distress

  • Cannae Holdings↓ [MEDIUM RISK]
    ▼

    Transition period with terminated management agreement and modest 2024 capital returns ($252M) relative to lifetime realized value; new outlays in sports/entertainment may not yield immediate returns

  • ▼

    35% increase in director fee pool and US$900k in RSUs to directors could be seen as excessive compensation, especially if financial performance lags

  • Beyond Air↓ [LOW RISK]
    ▼

    Fiscal year change may complicate comparisons and potentially obscure performance trends; monitor for any irregularities

  • ▼

    Extension of listing deadline to 2030 and commitment period to 2028 reduces urgency for liquidity event; fee reduction is positive but contingent on approvals

Opportunities (8)

  • ◆

    If proposals pass, management fee reduction from 1.30% to 1.00% and incentive fee cap could increase net investment income and dividend potential; vote at Dec 2 meeting

  • Cannae Holdings↓ (OPPORTUNITY)
    ◆

    Strategic pivot to sports and entertainment with $793M in dry powder from asset sales; potential for value realization if new investments perform; watch for further divestitures and capital returns

  • Tamboran Resources↓ (OPPORTUNITY)
    ◆

    Director compensation alignment via RSUs could incentivize performance; 35% fee pool increase may attract talent; vote at Nov 19 meeting

  • Chemomab Therapeutics↓ (OPPORTUNITY)
    ◆

    Merger with Scipher could create a combined entity with promising assets; if Scipher's pipeline is strong, post-merger upside may outweigh dilution; watch for deal close in Q4 2026

  • WD-40 Co↓ (OPPORTUNITY)
    ◆

    Routine meeting with no controversies; stable governance and consistent performance could make it a safe holding; monitor say-on-pay vote for any dissent

  • Beyond Air↓ (OPPORTUNITY)
    ◆

    Fiscal year change to December 31 may align with industry peers and improve investor comparability; potential for increased coverage

  • IEH Corp↓ (OPPORTUNITY)
    ◆

    Hybrid meeting format and routine proposals suggest stable governance; no immediate catalysts but could be a value play if fundamentals are strong

  • Sintx Technologies↓ (OPPORTUNITY)
    ◆

    Say-on-pay vote and director elections; if compensation aligns with performance, could signal good governance; watch for any shareholder pushback

Sector Themes (5)

  • Governance and Compensation Alignment
    ◆

    Several companies (Stone Point, Tamboran) are adjusting compensation structures to align with shareholder interests, with Stone Point reducing fees and Tamboran increasing equity-based pay; this trend could lead to better performance and shareholder returns.

  • Dilution and Control Issues
    ◆

    Marwynn, Medicus, and Chemomab all have proposals that could significantly dilute existing shareholders or shift control, highlighting a trend of companies seeking flexibility at the expense of minority holders.

  • Strategic Pivots and M&A
    ◆

    Cannae's shift to sports/entertainment and Chemomab's merger with Scipher reflect a broader trend of companies repositioning portfolios through M&A and asset sales, often with complex deal structures.

  • Insider Ownership Concentration
    ◆

    OpGen's 80.79% insider ownership and Marwynn's super-voting preferred shares underscore a theme of concentrated control in small-cap companies, which can lead to governance risks but also strong alignment.

  • Routine Governance Dominance
    ◆

    Many filings (WD-40, IEH, Sintx, Pearl Diver) are routine with no major controversies, suggesting a stable governance environment for these companies.

Watch List (8)

  • Annual meeting on Dec 2, 2026; vote on extension proposals and fee reduction; if approved, could boost shareholder value [EVENT: 2026-12-02]

  • Annual meeting on Dec 11, 2026; watch for details on new sports/entertainment investments and potential capital return plans [EVENT: 2026-12-11]

  • Annual meeting on Nov 19, 2026; vote on director RSUs and fee pool increase; monitor for shareholder dissent [EVENT: 2026-11-19]

  • Merger expected to close in Q4 2026; watch for regulatory approvals and final terms; dilution impact on existing holders [EVENT: Q4 2026]

  • Annual meeting on Dec 16, 2026; vote on charter amendments that could dilute common holders; high risk of approval given super-voting preferred [EVENT: 2026-12-16]

  • Special meeting on Dec 2, 2026; vote on blank cheque preferred and reverse split; could signal strategic actions [EVENT: 2026-12-02]

  • Annual meeting on Dec 10, 2026; first meeting under new fiscal year; watch for any updates on transition [EVENT: 2026-12-10]

  • 👁

    Annual meeting (date not specified); monitor for any governance changes given concentrated ownership [EVENT: TBD]

Filing Analyses (12)
Stone Point Credit Corp DEF 14A positive materiality 6/10

30-10-2026

Stone Point Credit Corporation (SPCC) will hold its 2026 Annual Meeting virtually on December 2, 2026 at 10:00 a.m. ET, with a record date of October 16, 2026 and 71,392,436 shares issued and outstanding. Stockholders will vote on extending the exchange listing deadline to December 31, 2030, extending the commitment period to December 31, 2028, electing two directors, and ratifying KPMG LLP as auditor for FY2026. The Board unanimously recommends all proposals and, contingent on stockholder approval of the two extension proposals, has approved an amended advisory agreement reducing the Base Management Fee from 1.30% to 1.00% of average gross assets (excluding cash) and adding a three-year look-back cap on the Investment Income Incentive Fee.

  • · Annual Meeting to be held virtually via live audio webcast on December 2, 2026 at 10:00 a.m. Eastern Time
  • · Quorum requires holders of one-third of issued and outstanding shares entitled to vote
  • · Each proposal requires affirmative vote of a majority of votes cast; abstentions have no effect
  • · Annual Report for the year ended December 31, 2025 available at www.cleartrustonline.com/stonepoint
  • · Stockholders may begin logging in 15 minutes prior to the meeting
  • · Company address: 20 Horseneck Lane, Greenwich, CT 06830; IR contact [email protected], (203) 862-2900
Cannae Holdings, Inc. DEF 14A mixed materiality 6/10

30-10-2026

Cannae Holdings filed its DEF 14A proxy for the December 11, 2026 annual meeting, detailing a strategic pivot toward sports and entertainment assets. Since founding in 2014 through September 30, 2026, the company generated approximately $2.9 billion in realized value (1.7x multiple on invested capital), and from January 1, 2025 through September 30, 2026 raised roughly $793 million from non-core asset sales, including ~$630 million from the Dun & Bradstreet sale. However, the company remains in transition: it terminated its external management agreement with Trasimene on May 12, 2025, and its 2024 capital returns ($252 million) were modest relative to the $2.9 billion lifetime realized value, while the portfolio shift required new outlays such as $26 million for Exeter and $86 million total added to BKFC across 2025 and 2026 YTD.

  • · Management Services Agreement with Trasimene terminated in its entirety on May 12, 2025
  • · 2026 Annual Meeting to be held virtually December 11, 2026 at 10 a.m. Pacific Time
  • · Proxy first mailed on or about October 30, 2026
  • · Company acquired 100% of Exeter Rugby Group in 2026 and disposed of Watkins and Brasada Ranch
  • · In September 2025 acquired additional 30% interest in JANA, increasing ownership to 50%
  • · Board added Doug Ammerman as new independent director in 2024
  • · In May 2025 transitioned to a new CEO and independent Chairman of the Board
  • · In November 2025 Board directed management to accelerate portfolio concentration on sports and entertainment
  • · Exeter acquisition price was £19.6 million
  • · Principal executive offices at 1701 Village Center Circle, Las Vegas, Nevada 89134
Pearl Diver Credit Co Inc. DEF 14A neutral materiality 3/10

30-10-2026

Pearl Diver Credit Company Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders to be held December 3, 2026, at 10:30 a.m. ET at its New York offices. Stockholders of record as of October 15, 2026 will vote on electing one Class III Director, Tarun Jotwani, to serve until the 2029 annual meeting, with common and preferred stock voting together as a single class. As of the record date, 6,935,568 common shares and 1,380,000 shares of 8.00% Series A Term Preferred Stock Due 2029 were outstanding; the Board comprises five directors, four of whom are independent.

  • · Annual Meeting scheduled for Thursday, December 3, 2026 at 10:30 a.m. Eastern Time
  • · Record date fixed at close of business October 15, 2026
  • · Proxy materials first sent to stockholders on or about November 6, 2026
  • · Director election requires affirmative vote of a plurality of votes cast; no cumulative voting rights
  • · No broker non-votes anticipated with respect to the proposal
  • · Company will bear proxy solicitation expenses; SS&C GIDS and Broadridge engaged to aid distribution and collection of votes
  • · Stockholders may vote by mail, phone (1-800-690-6903), online at www.proxyvote.com, or in person
  • · Annual Report covers fiscal year ended December 31, 2025
  • · Company formerly named Pearl Diver Credit Company, LLC (name change October 18, 2023)
  • · State of incorporation: Delaware; SEC file number 811-23912
OPGEN INC DEF 14A neutral materiality 5/10

30-10-2026

Opgen Inc filed a DEF 14A proxy statement dated October 30, 2026, disclosing that as of October 19, 2026 it had 12,462,346 common shares and 250 Series D Preferred shares outstanding (each convertible into 244.4 common shares). Ownership is highly concentrated: AEI Capital Ltd. holds 9,838,224 shares (78.94%), and CEO/Chairman John Tan Honjian shares that beneficial ownership, with all 10 directors and executive officers collectively holding 10,068,216 shares (80.79%), while TG Investments Ltd. holds 632,506 shares (5.08%). The filing also includes SEC-required pay-versus-performance disclosure comparing PEO and non-PEO NEO compensation for 2025 versus 2024, though specific dollar figures were not populated in the extracted text.

  • · No stockholder other than those listed is known to beneficially own more than 5% of voting rights
  • · Directors Ken Lim, Ethan Low, Constance Wong and Victor Chua each hold 34,126 shares (all vested/will-vest RSUs, under 1%)
  • · Mohd Azham Azudin holds 36,805 shares; Christian-Laurent Bonte holds 28,571 shares; Syed Johan Bin Syed Mohd holds 9,709 shares; Tan Theng Wei holds 0 shares
  • · Series D Preferred conversion is subject to ownership limitations restricting conversion above designated percentages
  • · No family relationships exist among directors and executive officers, and none have been involved in disclosable legal proceedings in the past ten years
  • · Board expects to file the Annual Meeting results within four business days after the meeting
  • · John Tan has served as Chairman and CEO of AEI Capital Group since January 2015 and as co-President of European Credit Investment Bank's Investment Banking Services Group since January 2020
Marwynn Holdings, Inc. DEF 14A neutral materiality 6/10

30-10-2026

Marwynn Holdings filed a definitive proxy statement for its 2026 Annual Meeting on December 16, 2026, asking stockholders to elect five directors, ratify Enrome LLP as auditor for FY2027, and approve two charter amendments: increasing authorized common stock from 500,000,000 to 2,000,000,000 shares and Series A Super Voting Preferred from 135,000 to 700,000 shares. As of the October 29, 2026 record date, 24,194,804 common shares and 135,000 Series A preferred shares were outstanding, with the preferred carrying 1,000 votes per share for aggregate voting power of 159,194,804 votes. The proposals would substantially dilute existing common holders and expand the super-voting structure, though no financial performance data was disclosed in this filing.

  • · Annual Meeting to be held Wednesday, December 16, 2026 at 10:00 a.m. Pacific Time at 2955 Main Street, Ste 100A, Irvine, CA 92614
  • · Record date for voting is October 29, 2026
  • · Proxy materials first mailed on or about October 30, 2026; paper copy requests due by December 2, 2026
  • · Company is a Nevada corporation incorporated in NV, SIC code 5141 (Wholesale-Groceries & General Line), fiscal year end April 30
  • · Annual Report on Form 10-K for FY ended April 30, 2026 was amended by Amendment No. 1 on Form 10-K/A
  • · Proposal 2 (auditor ratification) and Proposal 3 (authorized share increase) are considered routine matters allowing broker discretionary voting
  • · No cumulative voting permitted
Tamboran Resources Corp DEF 14A neutral materiality 5/10

30-10-2026

Tamboran Resources filed a definitive proxy statement for its 2026 Annual Meeting, to be held virtually on November 19, 2026 (9:00 a.m. AEDT November 20, 2026), with a record date of October 7, 2026. Stockholders will vote on 15 proposals, including election of three Class III directors (Richard Stoneburner, David Siegel, Phillip Pace), ratification of Ernst & Young as auditor for FY2027, ratification of 3,400,093 shares issued in the US Public Offering, and a series of ASX Listing Rule 10.14 approvals granting restricted stock units worth US$300,000 per year for three years (US$900,000 aggregate) to each of eight directors in lieu of cash fees. The board also seeks approval to raise the non-executive director annual cash fee pool from US$2,000,000 to US$2,700,000, a 35% increase, and to approve an ASX waiver from Listing Rule 7.1 allowing issuance of new securities without stockholder approval.

  • · Annual Meeting to be held virtually on November 19, 2026 at 4:00 p.m. Central time (9:00 a.m. AEDT November 20, 2026)
  • · Record date for voting is October 7, 2026
  • · Proxy submission deadlines: Internet/telephone by 11:59 p.m. Eastern on November 18, 2026; CDI votes due to Boardroom by 4:00 p.m. Central on November 17, 2026
  • · Annual Report on Form 10-K for fiscal year ended June 30, 2026 was filed with the SEC on September 25, 2026
  • · CDI holders may attend as guests but cannot vote at the meeting
  • · Common Stock par value is $0.001 per share
  • · Proposal 15 seeks an ASX waiver from Listing Rule 7.1 to permit issuance of new securities without stockholder approval
  • · Board recommends FOR all 15 proposals
IEH Corp DEF 14A neutral materiality 3/10

30-10-2026

IEH Corp filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting to be held November 12, 2026 as a hybrid meeting at its Allentown, PA manufacturing facility. Shareholders will vote on electing four Class I Directors to two-year terms, a non-binding say-on-pay advisory vote, a say-on-pay frequency vote, and ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending March 31, 2027. The filing is a routine governance document with no financial results or period-over-period performance data disclosed.

  • · Record Date for voting eligibility: Monday, October 5, 2026
  • · Proxy materials mailed on or about October 30, 2026
  • · Remote voting deadline: 11:59 P.M. Eastern on Wednesday, November 11, 2026 via www.investorvote.com/IEHC
  • · Telephone voting available at 1-800-652-VOTE (8683) within U.S.A., U.S. territories and Canada
  • · Shareholders may submit questions in advance to [email protected] by 5:00 P.M. Eastern on November 11, 2026
  • · Meeting accessible via Microsoft Teams (Meeting ID 266 651 772 549 452) or dial-in +1-213-436-3154, Phone Conference ID 525 322 93#
  • · Company incorporated in New York, SIC code 3678 (Electronic Connectors), fiscal year end March 31
  • · Auditor fees disclosed for fiscal years ended March 31, 2026 and March 31, 2025 (amounts not specified in provided text)
Sintx Technologies, Inc. DEF 14A neutral materiality 3/10

30-10-2026

SINTX Technologies filed a DEF 14A proxy statement on October 30, 2026, for its annual meeting of stockholders, with a record date of October 19, 2026. Stockholders will vote on four proposals: electing two Class III directors (term expiring 2029), ratifying Tanner LLC as independent auditor for fiscal 2026, an advisory say-on-pay vote on named executive officer compensation, and approving adjournments if needed. The filing is a routine governance document with no financial results or period-over-period operating metrics disclosed; the only substantive data is executive compensation disclosure covering 2024 and 2025.

  • · Record date for voting is October 19, 2026; annual meeting proposals include electing two Class III directors for a term expiring at the 2029 annual meeting
  • · Tanner LLC proposed for ratification as independent registered public accounting firm for the year ending December 31, 2026
  • · Internet proxy voting closes at 11:59 P.M. Eastern Time on December 8, 2026
  • · Proposal No. 2 (auditor ratification) is considered a routine matter allowing broker discretionary voting; Proposals 1, 3, and 4 are non-routine and require stockholder instructions
  • · Directors are elected by plurality; Proposals 2, 3, and 4 require a majority of votes cast affirmatively or negatively
  • · Executive compensation disclosure covers named executive officers Eric Olson (Jan 1–Jul 31, 2024) and B. Sonny Bal (Aug 1–Dec 31, 2024), plus fiscal 2025
  • · Company address: 1885 West 2100 South, Salt Lake City, UT 84119; transfer agent is Equiniti Trust Company, LLC
Medicus Pharma Ltd. DEF 14A neutral materiality 5/10

30-10-2026

Medicus Pharma Ltd. filed a definitive proxy statement for a Special Meeting of Shareholders on December 2, 2026, seeking approval of three proposals: creating an unlimited class of 'blank cheque' Class A Preferred Shares, authorizing a reverse share split at a ratio up to 1-for-50, and approving adjournment if needed. The record date is October 28, 2026, with proxies due by 10:00 a.m. ET on November 30, 2026. The filing contains no financial results or period-over-period metrics, so no revenue or earnings comparisons are available.

  • · Special Meeting to be held Wednesday, December 2, 2026 at 10:00 a.m. Eastern Time at Bennett Jones LLP offices, Suite 3400 - One First Canadian Place, 100 King Street West, Toronto, Ontario, Canada M5X 1A4
  • · Record date for voting eligibility: October 28, 2026
  • · Proxy submission deadline: 10:00 a.m. ET on Monday, November 30, 2026 (or at least 48 hours before any adjourned meeting, excluding weekends and Ontario statutory holidays)
  • · Approximate mailing date of proxy materials: November 10, 2026
  • · Share split proposal authorizes a ratio up to a maximum of one (1) pre-split Common Share for every fifty (50) post-split Common Shares, at the Board's discretion
  • · Preferred Share Resolution would create an unlimited number of Class A Preferred Shares issuable in one or more series with terms fixed by the Board
  • · Company notes a potential anti-takeover effect from the Preferred Share Resolution
  • · No filing fee required for this proxy statement
  • · Proxy solicitation agent: Morrow Sodali (Canada) Ltd. (Sodali & Co), 1-833-711-4830 (North America toll free) or 1-289-695-3075 (collect)
  • · Transfer agent: Odyssey Trust Company, 1100-67 Yonge Street, Toronto, Ontario M5E 1J8
  • · Company headquarters: 300 Conshohocken State Rd. Suite 200, W. Conshohocken, PA 19428
  • · All currency references in the proxy statement are in United States dollars unless otherwise indicated
WD 40 CO DEF 14A neutral materiality 3/10

30-10-2026

WD-40 Company filed its definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders, to be held virtually on December 11, 2026 at 10:00 a.m. Pacific Time, with a record date of October 14, 2026. Stockholders will vote on three management proposals — electing directors, an advisory say-on-pay vote, and ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2027 — with the Board recommending FOR each. The filing is a routine governance document and contains no financial results or period-over-period performance data.

  • · Annual meeting will be held solely via live audio webcast at https://meetnow.global/M4AQP24; there is no physical location
  • · Record date for voting is October 14, 2026
  • · Proxy materials first sent to stockholders on or about October 30, 2026
  • · Beneficial owners seeking advance registration must submit legal proxy requests by 2:00 p.m. Pacific Time on December 7, 2026
  • · Online access to the webcast opens 15 minutes before the 10:00 a.m. Pacific start
  • · Proxy materials available at www.envisionreports.com/WDFC
  • · Note: the proxy summary references ratification of PwC for fiscal year 2026 while the notice and FAQ reference fiscal year 2027
Chemomab Therapeutics Ltd. DEFM14A mixed materiality 8/10

30-10-2026

Chemomab Therapeutics filed a DEFM14A proxy/prospectus for its merger with Scipher Medicine, under which Scipher stockholders receive no consideration for their equity (shares, options, warrants cancelled for no value) while 2026 convertible notes convert into Chemomab Parent common stock. Post-closing and pre-PIPE, former Scipher securityholders are expected to own approximately 68% of the combined company versus approximately 32% for Chemomab Israel securityholders, meaning existing Chemomab holders are heavily diluted; the deal is expected to close in Q4 2026 with a March 31, 2027 outside date (extendable 60 days). The combined board will have five directors (four Scipher-designated, one Chemomab-designated) and Scipher's CEO Reginald Seeto will lead the company, giving Scipher effective control despite Chemomab being the registrant.

  • · Scipher common stock, preferred stock, options and warrants are cancelled for no consideration; only 2026 convertible notes convert into Chemomab Parent shares
  • · 2025 Notes are cancelled for no consideration under the priority provisions of the 2026 CNPA
  • · CVRs are non-transferable (limited exceptions), unregistered, non-voting, pay no dividends or interest, and carry no guarantee any milestone payments will be made
  • · Chemomab Israel shareholders receive no new securities and retain their shares, but their ownership percentage falls due to merger issuance and the PIPE
  • · Closing is conditioned on completion of the Concurrent PIPE Investment, which further dilutes both sets of securityholders pro rata
  • · Merger expected to close Q4 2026; outside date March 31, 2027, extendable by 60 days
  • · Chemomab Israel Board unanimously recommends FOR all six proposals (Merger, Domestication Merger, Nasdaq Stock Issuance, Directors, Equity Incentive Plan, ESPP)
  • · No dissenters' rights available to Chemomab Israel shareholders
  • · Record date October 29, 2026; quorum requires 25% of voting power; if not met, meeting adjourns to following week where any attending shareholder constitutes quorum
  • · Merger should have no material Israeli tax consequences for Chemomab shareholders
  • · If a proxy is returned without the Parent Affiliate certification, ADSs will not be voted on the Domestication Merger Proposal
Beyond Air, Inc. DEF 14A neutral materiality 4/10

30-10-2026

Beyond Air, Inc. (XAIR) filed a DEF 14A proxy statement on October 30, 2026, for its Annual Meeting of Stockholders to be held in person on December 10, 2026 at 4:30 p.m. ET at its Garden City, NY offices. Stockholders of record as of the October 12, 2026 Record Date (1,665,482 shares outstanding) will vote on four proposals: election of directors, ratification of the independent auditor, an advisory say-on-pay vote, and adjournment authority. Notably, the Board approved a change in fiscal year end from March 31 to December 31, creating a transition period from April 1, 2026 to December 31, 2026, with the next fiscal year beginning January 1, 2027.

  • · Annual Meeting to be held in person on Thursday, December 10, 2026 at 4:30 p.m. Eastern Time at 900 Stewart Avenue, Suite 301, Garden City, New York, 11530
  • · Record Date for voting is October 12, 2026
  • · Proxy materials first being mailed on or about October 30, 2026
  • · Four proposals: (1) Election of Directors, (2) Ratification of Independent Registered Public Accounting Firm, (3) Advisory non-binding say-on-pay vote, (4) Adjournment/postponement to solicit votes
  • · Fiscal year end changed from March 31 to December 31; transition period runs April 1, 2026 to December 31, 2026; next fiscal year begins January 1, 2027
  • · Fiscal 2026 refers to the twelve-month period from April 1, 2025 to March 31, 2026
  • · Stockholders may not cumulate votes in director elections
  • · Proxy materials accessible at www.proxyvote.com using the control number on the Notice or proxy card

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