Neighborhood Intelligence shareholders approve share issuance

The adjournment option was approved but not used because stockholders had approved the note-conversion share issuance proposal.

Rhea-AI Filing Summary

Neighborhood Intelligence, Inc. stockholders approved the issuance of common shares upon conversion of the Company’s 5.00% Senior Convertible Notes due 2033. The proposal received 51,188,980 votes for, 5,175,849 against and 181,032 abstentions.

Stockholders also approved a proposal to adjourn the special meeting if more proxies were needed, but an adjournment was not necessary after the issuance proposal passed. The reported quorum comprised 56,545,861 shares presented in person or represented by proxy; 95,497,683 common shares were outstanding and eligible to vote as of August 10, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding and eligible to vote: 95,497,683 shares Shares represented: 56,545,861 shares Stock issuance proposal votes for: 51,188,980 votes +5 more

8 metrics

Common shares outstanding and eligible to vote 95,497,683 shares As of August 10, 2026, the special meeting record date

Shares represented 56,545,861 shares Presented in person or represented by proxy; constituted a quorum

Stock issuance proposal votes for 51,188,980 votes Approval of share issuance upon conversion of the 5.00% Senior Convertible Notes due 2033

Stock issuance proposal votes against 5,175,849 votes Approval of share issuance upon conversion of the 5.00% Senior Convertible Notes due 2033

Stock issuance proposal abstentions 181,032 votes Approval of share issuance upon conversion of the 5.00% Senior Convertible Notes due 2033

Adjournment proposal votes for 51,111,576 votes Proposal to adjourn if additional proxies were needed

Adjournment proposal votes against 5,256,363 votes Proposal to adjourn if additional proxies were needed

Adjournment proposal abstentions 177,922 votes Proposal to adjourn if additional proxies were needed

Key Terms

Senior Convertible Notes, quorum, Broker Non-Votes, Nasdaq Listing Rule 5635

4 terms

Senior Convertible Notes financial

"5.00% Senior Convertible Notes due 2033"

A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.

quorum regulatory

"which constituted a quorum to conduct business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Nasdaq Listing Rule 5635 regulatory

"Nasdaq Listing Rule 5635, as applicable"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NXH stockholders approve at the September 24, 2026 special meeting?

Stockholders approved the issuance of common shares upon conversion of the Company’s 5.00% Senior Convertible Notes due 2033. The proposal received 51,188,980 votes for, 5,175,849 against and 181,032 abstentions.

Was the NXH special meeting adjourned?

No, an adjournment was not necessary because stockholders approved the stock issuance proposal. They had also approved an adjournment proposal that would have allowed more time to solicit proxies if the issuance proposal lacked sufficient votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 04:30 PM Accepted by SEC EDGAR 09/25/2026 - 04:23 PM Learn about SEC filing dates

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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):  September 24, 2026

Neighborhood Intelligence, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-41850		87-0634302
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

(Address of principal executive offices)

 (801) 947-3100

(Registrant’s telephone number, including area code)

Not Applicable

(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, $0.0001 par value per share		NXH		The Nasdaq Stock Market LLC
Warrants to Purchase Shares of Common Stock		BBBYW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐ 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 24, 2026, Neighborhood Intelligence, Inc. (the “Company”) held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement on Schedule 14A of the Company filed with the Securities and Exchange Commission on August 19, 2026 (the “Definitive Proxy Statement”).

At the close of business on August 10, 2026, the record date for the Special Meeting (the “Record Date”), there were 95,497,683 shares of common stock, par value $0.0001 per share (the “Common Stock”), outstanding eligible to be voted at the Annual Meeting, of which 56,545,861 shares of Common Stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. The following are the voting results for the proposals considered and voted upon at the Special Meeting, all of which are described in detail in the Definitive Proxy Statement.

Proposal 1 – The Stock Issuance Proposal

The approval, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual and Nasdaq Listing Rule 5635, as applicable, of the issuance of shares of Common Stock upon conversion of the Company’s 5.00% Senior Convertible Notes due 2033, was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
51,188,980	5,175,849	181,032	0

Proposal 2 – The Adjournment Proposal

The approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1, was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
51,111,576	5,256,363	177,922	0

Although Proposal 2 was approved, an adjournment of the Special Meeting was not necessary because the Company’s stockholders approved Proposal 1.

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.

	NEIGHBORHOOD INTELLIGENCE, INC.
	By:	/s/ Mehgan Peetz
		Mehgan Peetz
		Chief Administrative & Legal Officer
	Date: September 25, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.3 KB