Vyome (HIND) Proxy Filing summary

Executive summary

• Special meeting scheduled for April 1, 2025, to be held virtually, with record date set as February 18, 2025.

• Three key proposals: reverse stock split, warrant exercise approval, and equity line of credit (ELOC) share issuance.

• Board recommends voting FOR all proposals; voting can be done online, by phone, or by mail.

• Quorum requires one-third of voting power present or represented by proxy.

Voting matters and shareholder proposals

• Proposal 1: Authorize Board to effect a reverse stock split at a ratio between 1-for-2 and 1-for-250, at Board's discretion within one year.

• Proposal 2: Approve exercisability of 2,703,862 warrants and issuance of up to 15,132,975 shares, with a zero exercise price option, issued in a February 2025 offering.

• Proposal 3: Approve issuance of up to 15,000,000 shares under a $5,000,000 ELOC agreement over 36 months.

• Shares held by certain investors on the record date are excluded from voting on related proposals.

• All proposals require a majority of votes cast or represented at the meeting; abstentions count as votes against Proposals 2 and 3.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split within one year of approval.

• Board may select the split ratio based on market conditions and other relevant factors.

• Board can issue preferred stock with rights senior to common stock without further stockholder vote.

• Stockholders can communicate with the Board via mail addressed to the company secretary.