TaoWeave Inc.

12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:07

Current Report (Form 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2025
TAOWEAVE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
Incorporation or organization)
001-35376
(Commission File Number)
77-0312442
(IRS Employer
Identification No.)
110 16th Street, Suite 1400 - 1024
Denver, Colorado 80202
(Address of principal executive offices, zip code)
(213) 683-8863 ext. 5
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
TWAV
Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
5.07: Submission of Matters to a Vote of Security Holders
The Company held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") on December 17, 2025. As of October 31, 2025 (the "Record Date"), the Company had issued and outstanding and entitled to vote at the Annual Meeting 3,207,210 shares of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), with each share entitled to one vote per share. Out of the shares of Common Stock issued and outstanding as of the Record Date and entitled to vote at the Annual Meeting, 1,942,783 (or approximately 60.58%) of such shares were present in person or represented by proxy at the Annual Meeting.
The proposals listed below were submitted to a vote of the Company's stockholders at the Annual Meeting. Pursuant to the voting results set forth below:
(i) The four nominated directors were each elected to serve a one-year term expiring at the Company's 2026 Annual Meeting of Stockholders or until his/her successor is duly elected and qualified;
(ii) The amendment to the Company's 2019 Equity Incentive Plan was approved;
(iii) EisnerAmper LLP was ratified as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025;
(iv) The Company's redomestication to Nevada by conversion was not approved, as the proposal did not satisfy the statutory approval requirement under Delaware law requiring the affirmative vote of a majority of the Company's outstanding shares entitled to vote, notwithstanding that a majority of the votes cast were in favor of the proposal;
(v) The frequency with which we conduct an advisory vote on the compensation of our named officers was set to 3 years;
(vi) Executive compensation was approved on an advisory and non-binding basis; and
(vii) An adjournment of the Annual Meeting, to solicit additional proxies to receive sufficient votes in favor of Proposal Nos. 1, 2, 3 or 4, was approved.
1. Election of the following persons to the Board of Directors of the Company to serve until the Company's next annual meeting of stockholders, or until their respective successors are duly elected and qualified;
Name
Votes For
Votes Withheld
Broker Non-Votes
Jason Adelman
994,590 86,425 -
Jonathan Schechter
1,024,083 56,932 -
Peter Holst
994,585 86,430 -
Deborah Meredith
964,916 116,099 -
2. Amendment to the Company's 2019 Equity Incentive Plan;
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
621,740 441,515 17,760 861,768
3. Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
1,896,274 24,991 21,518 -
4. Redomestication to the State of Nevada by conversion;
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
909,093 140,289 31,633 861,768
5. Frequency of the advisory vote on the compensation of our named executive officers;
1 Year
2 Years
3 Years
Abstain
430,372 37,963 585,657 27,023
6. Advisory approval of executive compensation;
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
777,799 270,538 32,678 861,768
7. Adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, or 4;
Votes For
Votes Against
Votes Abstain
Broker Non-Votes
1,408,546 440,673 93,564 -
SIGNATURE
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.
TAOWEAVE, INC.
December 19, 2025
By:
/s/ Peter Holst
Peter Holst
President & CEO
TaoWeave Inc. published this content on December 19, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 19, 2025 at 21:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]