Key Highlights

● Shareholders approved issuing common stock upon conversion of 5.00% Senior Convertible Notes due 2033 at a September 24, 2026 special meeting.

● About 59.2% of the 95,497,683 outstanding shares voted, with roughly 51.2 million votes in favor of the stock-issuance proposal.

● The vote satisfied NYSE Listed Company Manual and Nasdaq Listing Rule 5635 requirements for approval of large stock issuances.

● The filing does not disclose the notes' principal amount, conversion price, or total shares that could ultimately be issued.

Shareholders of Neighborhood Intelligence, Inc. (NASDAQ:NXH) approved a proposal at a September 24, 2026 special meeting authorizing the company to issue common stock upon conversion of its 5.00% Senior Convertible Notes due 2033, the company disclosed in an 8-K filed September 25. Of roughly 56.5 million shares represented at the virtual meeting, about 59.2% of the 95,497,683 shares outstanding as of the August 10, 2026 record date, approximately 51.2 million voted in favor. The meeting was held virtually and the results were disclosed under Item 5.07 of Form 8-K, which covers the submission of matters to a Shareholder vote.

The Vote in Detail

The stock-issuance proposal, brought to comply with Section 312.03 of the NYSE Listed Company Manual and Nasdaq Listing Rule 5635, both of which require shareholder approval before certain large stock issuances, passed with 51,188,980 votes in favor, 5,175,849 against, 181,032 abstaining and zero broker non-votes.

A second proposal, which would have allowed the company to adjourn the meeting to solicit more votes if needed, also passed, with 51,111,576 votes for, 5,256,363 against and 177,922 abstaining, but the filing notes that adjournment ultimately proved unnecessary since the main proposal already had enough support to pass. Both proposals passed by comfortable margins, with roughly nine in ten votes cast supporting each measure, suggesting broad shareholder alignment with the company's plan to convert the notes.

Why Shareholder Approval Was Required

Stock exchange rules generally require shareholder approval before a company issues new shares equal to 20% or more of its outstanding common stock in a non-public offering, or in transactions that could result in a change of control, rules designed to protect existing shareholders from significant, unapproved dilution. Neighborhood Intelligence's 5.00% Senior Convertible Notes due 2033 apparently carry conversion terms that could result in issuing enough new shares to trigger this requirement, though the filing itself does not disclose the notes' principal amount, conversion price, or how many shares could ultimately be issued upon conversion; those terms would have been detailed in the proxy materials sent to shareholders ahead of the meeting rather than restated in this 8-K.

Listing rules of this kind exist to ensure that a company's existing shareholders are not diluted below the exchange's ownership-concentration thresholds without first having a chance to vote on the transaction.

Neighborhood Intelligence's Business

The 8-K does not include a description of Neighborhood Intelligence's business. SEC records show the company, based in Murray, Utah, trades on Nasdaq under the ticker NXH, with associated warrants trading under the ticker BBBYW, a ticker legacy suggesting a connection to a prior corporate identity. The company's Nasdaq listing and use of senior convertible notes as a financing tool are consistent with a smaller-cap issuer relying on convertible Debt for capital. The BBBYW Warrant ticker in particular points to a connection with a well-known former retailer's bankruptcy-related securities, though the 8-K itself does not explain that history.

Next Steps for Noteholders and Investors

With shareholder approval secured, Neighborhood Intelligence can now proceed with issuing common stock as noteholders convert the 5.00% notes due 2033. The filing does not disclose a specific timeline for conversions or the total shares that could eventually be issued. Investors should watch future filings for the specific conversion price and mechanics of the notes, which were not detailed in this 8-K, as well as any resulting change in the company's total shares outstanding. No further shareholder meetings on this matter are anticipated, since the September 24 vote resolved the approval requirement in full.