PROPOSAL NO. 1
AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF CLASS A COMMON STOCK
General
The Board has unanimously approved and declared advisable, and recommends that our stockholders adopt, a proposal
to amend our Certificate of Incorporation to effect an increase in the total number of authorized shares of Class A Common
Stock from 160,000,000 shares to 760,000,000 shares (the “Authorized Shares Increase”). The text of the proposed form of
Certificate of Amendment to our Certificate of Incorporation (the “Share Increase Certificate”) is attached to this Proxy
Statement as Annex A.
Our Certificate of Incorporation currently authorizes the issuance of up to 190,000,000 shares of capital stock,
consisting of (a) 160,000,000 shares of Class A Common Stock, par value $0.001 per share, (b) 20,000,000 shares of Class
B Common Stock, par value $0.001 per share, and (c) 10,000,000 shares of preferred stock, par value $0.001 per share (the
“Preferred Stock”), of which 25,000 shares are designated as Series A Preferred Stock. An increase in the number of
authorized shares of Class A Common Stock to 760,000,000 shares will increase our total authorized capitalization to
790,000,000 shares of capital stock, which includes our previously authorized 20,000,000 shares of Class B Common
Stock and 10,000,000 shares of Preferred Stock.
Of the 160,000,000 shares of Class A Common Stock currently authorized, as of the close of business on August 31,
2025, there were 12,992,505 shares of Class A Common Stock issued and outstanding. In addition to the shares of Class A
Common Stock issued and outstanding on August 31, 2025, there were 1,785,194 shares of Class A Common Stock
issuable upon the vesting and settlement of outstanding stock options and restricted stock award/units, 10,000,000 of Class
A Common Stock issuable upon the exercise and conversion of our Series A Preferred Stock, 10,448,000 shares of Class A
Common Stock issuable upon the conversion of our Class B Common Stock and 5,107,418 shares of Class A Common
Stock reserved for issuance and available for future grant under our 2022 Omnibus Incentive Plan. There are 25,000 shares
of Preferred Stock outstanding, 25,000 of such designated as Series A Preferred Stock as of such date which are convertible
to 10,000,000 shares of Class A Common Stock.
As a result, as of August 31, 2025, we had only approximately 119,666,883 (or 75%) authorized shares of Class A
Common Stock that were not outstanding or reserved for issuance and that we may issue for any future business purposes.
Reasons for the Authorized Share Increase
We are an end-to-end, full-service advertising and marketing platform primarily focused on providing advertising
technology, data-driven campaign optimization and other solutions to help brands, agencies and middle market businesses
deliver successful marketing results that drive return on investment (“ROI”) across both the sell- and buy-side of the digital
advertising ecosystem. We are the holding company for DDH LLC the business formed by the Company’s founders in
2018 through acquisitions of Colossus Media, LLC (“Colossus Media”) and Huddled Masses, LLC (“Huddled Masses™”
or “Huddled Masses”). Colossus Media operates the Company’s proprietary sell-side programmatic platform operating
under the trademarked banner of Colossus SSP. One of the Company’s sell-side customers paused its connection to the
Company for a couple of weeks in May 2024, which reduced sell-side sales volumes. As of the date of this proxy
statement, sell-side volumes have resumed but not yet at the levels experienced prior to the pause in May 2024 which has
created significant disruption in the Company’s sell-side business. The Company is actively working with its partners to
achieve prior volume levels. However, there can be no assurance that the Company will be able to achieve prior volume
levels with its partners or on the timing of achieving such volume levels. Additionally, the Company incurred a net loss of
$10.1 million for the six months ended June 30, 2025 including the impact of the sell-side disruption described above.
These losses have had and will continue to have a material adverse effect on our stockholders’ equity, financial position,
cash flows and working capital.
The report of our independent registered public accounting firm that accompanies our audited consolidated financial
statements for the year ended December 31, 2024 contained an explanatory paragraph regarding substantial doubt about
our ability to continue as a going concern. We have funded our operations to date primarily from the issuance and sale of
our securities. As of June 30, 2025, we had cash and cash equivalents of approximately $1.6 million.
The Board believes that the Authorized Shares Increase is advisable and in the Company’s and its stockholders’ best
interests because it would provide the Company with flexibility to use the Class A Common Stock for business and