Avax One Technology (AVX) Proxy filing summary

Executive summary

• The 2025 Annual Meeting will address director elections, auditor ratification, a major equity plan amendment, and approval of a transformative PIPE Transaction involving a $292.4 million private placement with payment in cash, stablecoins, and AVAX tokens, leading to a significant increase in outstanding shares and a new digital asset treasury strategy.

• The PIPE Transaction will result in a new board composition, with most current directors resigning and new directors with digital asset and blockchain expertise joining, while the CEO and CFO remain.

• The company will use proceeds for corporate purposes, AVAX token acquisition, and to establish a cryptocurrency treasury reserve, continuing its Bitcoin mining operations.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors, (2) ratification of CBIZ CPAs P.C. as auditor for 2025, (3) amendment to increase shares under the 2024 Equity Incentive Plan from 87,237 to 5,750,000, and (4) approval of the PIPE Transaction and related share issuance under Nasdaq rules.

• The board unanimously recommends voting “FOR” all proposals.

• Voting requires a plurality for directors and a majority for other proposals; broker non-votes apply only to non-routine matters.

Board of directors and corporate governance

• Current board consists of five directors, with four deemed independent under Nasdaq rules.

• Upon PIPE closing, all but one current director will resign and be replaced by new designees with backgrounds in digital assets, fintech, and blockchain.

• Board committees include audit, compensation, and nominating/governance, each with independent members and written charters.

• The company has a Code of Business Conduct and Ethics and an insider trading policy.