StableX Technologies Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below under Item 5.07 of this Current Report on Form 8-K, StableX Technologies, Inc. (the “Company”) held a special meeting of stockholders on October 3, 2025 (the “Special Meeting”), at which the Company’s stockholders approved the fourth amendment (the “Incentive Plan Amendment”) to the StableX Technologies, Inc. 2020 Long-Term Incentive Plan, as amended (the “Incentive Plan”), to increase the aggregate number of shares of common stock, par value $0.0001 per share (the “Common Stock”) available for the grant of awards under the Incentive Plan by 135,627, to a total of 400,000 shares of Common Stock.
For more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 18, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 3, 2025, the Company held the Special Meeting. As of the close of business on September 5, 2025, the record date for the Special Meeting, there were (i) 888,978 shares of Common Stock outstanding and entitled to an aggregate of 888,978 votes, (ii) 50 shares of Series H-6 Convertible Preferred Stock, par value $0.0001 per share (“Series H-6 Preferred Stock”), outstanding and entitled to an aggregate of 7 votes, (iii) 2,919.96 shares of Series H-7 Convertible Preferred Stock, par value $0.0001 per share (“Series H-7 Preferred Stock”), outstanding and entitled to an aggregate of 31,908 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series H-7 Preferred Stock as set forth in the certificate of designations for the Series H-7 Preferred Stock, and (iv) 7,000 shares of Series I Convertible Preferred Stock, par value $0.0001 per share (“Series I Preferred Stock” and, together with the Series H-6 Preferred Stock and Series H-7 Preferred Stock, the “Preferred Stock”), outstanding and entitled to an aggregate of 106,746 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series I Preferred Stock as set forth in the certificate of designations for the Series I Preferred Stock, constituting all of the eligible securities entitled to vote on the proposals described below, provided, however, that holders of the Company’s Series I Preferred Stock were not entitled to vote on the Issuance Proposal (as defined below). Holders of the Company’s Common Stock and Preferred Stock with a total aggregate voting power of 364,917 votes were present in person or represented by proxy at the Special Meeting. There were no broker non-votes at the Special Meeting because under applicable rules, all proposals presented at the Special Meeting were considered non-routine matters.
The matters described below were submitted to a vote of the holders of the Company’s Common Stock and Preferred Stock at the Special Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders.
| 1. | Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying the Series I Preferred Stock and warrants (the “Warrants”) issued by the Company (i) to investors in the in a private placement offering, pursuant to the terms of that certain Securities Purchase Agreement, dated as of August 4, 2025, by and among the Company and the investors named therein and (ii) to GP Nurmenkari Inc. (“GPN”) Palladium Capital Group, LLC (“Palladium,” and together with GPN, the “Placement Agents”) as placement agents for the offering, pursuant to respective engagement letters between the Company and the Placement Agents, in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding immediately prior to the issuance of such Series I Preferred Stock and Warrants (including any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to such Series I Preferred Stock and Warrants in accordance with their terms) (the “Issuance Proposal”). |
| For | Against | Abstain | ||
| 334,861 | 28,845 | 1,211 |
| 2. | Approval of the Incentive Plan Amendment to increase the total number of shares of the Company’s Common Stock authorized for issuance under such plan by 135,627, to a total of 400,000 shares of Common Stock. |
| For | Against | Abstain | ||
| 337,303 | 25,918 | 1,696 |
| 3. | Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the proposals presented at the Special Meeting. |
| For | Against | Abstain | ||
| 329,593 | 34,028 | 1,296 |
For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
Description | |
| 10.1 | Fourth Amendment to the StableX Technologies, Inc. 2020 Long-Term Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STABLEX TECHNOLOGIES, INC. | ||
| Date: October 6, 2025 | By: | /s/ Joshua Silverman |
| Name: | Joshua Silverman | |
| Title: | Chief Executive Officer | |