The massive increase in the incentive plan share reserve (from 400K to 5M shares versus 1.46M shares outstanding) signals heavy future equity compensation and potential dilution. Monitor upcoming 10-Q for share count and earnings dilution. The Nasdaq-required vote on >20% new issuance confirms aggressive capital structure engineering — watch for further convertible or warrant exercises.
Price Chart
Executive Summary
Fabric.AI, Inc. held its 2026 Annual Meeting on June 18, 2026. Stockholders approved all seven proposals, including a fifth amendment to the company's Long-Term Incentive Plan, increasing available shares by 4,600,000 to a total of 5,000,000 shares, and approved the issuance of shares underlying multiple convertible preferred stock series and warrants representing over 20% of outstanding common stock. The filing is routine governance and compensation-related, containing no financial results or strategic updates.
Key Facts
- Stockholders approved a fifth amendment to the Long-Term Incentive Plan to increase authorized shares from 400,000 to 5,000,000 (increase of 4,600,000).
- Stockholders approved, under Nasdaq Listing Rule 5635(d), the issuance of common stock underlying Series K and Series J convertible preferred stock and multiple warrant series.
- All director nominees (Joshua Silverman, Wayne R. Walker, Sebastian Giordano, Zvi Joseph, Greg Schiffman) were elected with over 99% votes for.
- Stephano Slack LLC was ratified as independent auditor for FY 2026.
- Non-binding advisory votes on executive compensation passed and the board selected a three-year frequency for future advisory compensation votes.
- No broker non-votes were reported.
- The company has 1,455,975 common shares outstanding as of the April 22, 2026 record date, plus multiple convertible preferred series with significant voting power.
Financial Impact
Equity incentive pool increased by 4,600,000 shares (316% increase from prior 400,000 to 5,000,000); potential dilution relative to 1,455,975 common shares outstanding.
Risk Factors
- Potential dilution from 4.6M new equity incentive shares relative to 1.46M common shares outstanding.
- Additional dilution risk from convertible preferred stock and warrants approved in Proposal 2.
- No financial performance data in this filing — fundamentals unknown.
Market Snapshot
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-030157 |
| Exhibit: ex10-1.htm | 0001493152-26-030157 |
| Document: 0001493152-26-030157-index-headers.html | 0001493152-26-030157 |
| Document: 0001493152-26-030157-index.html | 0001493152-26-030157 |
| Document: 0001493152-26-030157.txt | 0001493152-26-030157 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 3, 2026 12w ago | 8-K | $2.91 | awaiting T+60 | — | $2.00 (−31.27%) |
Jul 17, 2026 14w ago | S-3/A | $2.63 $2.14 | ▲ +18.63% | ▲ +23.47% | $2.00 (+23.95%) |
Jul 2, 2026 16w ago | S-3 | $3.35 $2.36 | ▲ +29.55% | ▲ +33.12% | $2.00 (+40.30%) |
Jun 25, 2026 17w ago | 8-K | $3.13 $2.18 | ▼ −30.35% | ▼ −36.46% | $2.00 (−36.10%) |
US Market Status
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