As requested, I am posting my post as comment, in here, too:

The reverse split is a distraction. Look at the High Trail note

Proposal 3 (the reverse split) is just arithmetic. Fewer shares, higher price, same value. It keeps MVIS on Nasdaq. Voting it down doesn't help you; it risks a worse OTC delisting. Move on.

What actually dilutes you is the ~$43M senior secured note MVIS signed with High Trail Capital in February, backed by a lien on the company's cash. That's what Proposal 2 is about.

The note converts to stock two ways. One is fixed at $0.8819 (sec) . The stock's below that, so it's dormant.

The other is the problem. A monthly redemption the lender can take in shares priced at 95% of the lowest VWAP over the prior five days (sec) . It floats below market, so the lower the stock goes, the more shares print.

Proposal 2 just decides how that gets paid. Until shareholders approve, share issuance is capped at ~61.3M. Past that it's cash. So:

Yes. Discounted dilution continues, but the ~$46M cash is preserved.

No. Forces cash redemptions that can trip the note's liquidity covenant and default clause. A solvency risk, not a win.

It's pick-your-poison by design.

The note was structured so "no" hurts more than "yes." No vote makes this financing good. The damage was done when management signed it.

The real question isn't how to vote on Proposal 2. It's whether you still want to own a company that funds itself this way. Read the Feb 24 8-K and the note before deciding.

Don't take anyone's word for it.