Vitalist AGM Passes All Resolutions, Taps Red Cloud

Vitalist Inc. (TSX-V: VITA.V; OTCQB: VTLSF) announced on 29 September 2026 that shareholders approved every resolution at its Annual and Special Meeting and that it engaged Red Cloud Securities Inc. to provide market-making services for its common shares. Turnout was 48,715,219 common shares, or roughly 72.97% of issued and outstanding stock. The company said it waived the proxy cutoff to count additional votes.

Context — Why the Voting Numbers Matter Now

The turnout figure carries a caveat the company itself disclosed: Vitalist waived the proxy cutoff time so that votes received after the deadline would still count. Without that waiver, the reported percentage of shares represented at the meeting would have been lower. The company did not disclose what the turnout would have been under the original cutoff, so the 72.97% should be read as the post-waiver figure.

The vote is the company's first public shareholder test since it described itself as a wearable operating-system technology provider built around VitalOS, the platform it says lets brands create connected devices and applications that adapt to each user. The report gives no prior-year turnout figure, no prior-year vote percentages, and no historical director-election results, so no election-to-election comparison is possible from the disclosure.

The market-making engagement is the other half of the announcement. Vitalist said Red Cloud will maintain an orderly trading market and improve liquidity for the shares on the TSX Venture Exchange. The company disclosed that the market-making agreement was signed on 27 March 2024 and commenced on 1 April 2024 — meaning the 29 September 2026 announcement formalises an arrangement already more than two years old.

The report does not explain why the company is announcing a 2024 agreement now. The agreement remains subject to TSX Venture Exchange approval, which the company said is still outstanding as of the announcement date. No macro backdrop, index level, or rate figure accompanies the disclosure.

Data — What the Numbers Show

Every resolution passed, and the director slate was elected with near-unanimous support. The table below sets out the results the company reported.

Resolution	For	Against / Withheld
Set board at six directors	48,715,219 (100.00%)	0 (0.00%)
Re-appoint Davidson & Company LLP as auditor	48,715,219 (100.00%)	0 (0.00%)
Amended and Restated Omnibus Equity Incentive Plan	48,676,940 (99.92%)	38,279 (0.08%)
Elect Kalvie Legat	48,677,276 (99.92%)	37,943 (0.08%)
Elect Jared Wolk	48,715,122 (99.99%)	97 (0.01%)
Elect Joanna Hruska	48,715,218 (99.99%)	1 (0.01%)
Elect Hugh Tyler Rice	48,715,218 (99.99%)	1 (0.01%)
Elect Antonio "Tony" Natale	48,715,218 (99.99%)	1 (0.01%)
Elect John Harding	48,715,218 (99.99%)	1 (0.01%)

The concentration of dissent is narrow. The equity incentive plan drew 38,279 votes against, and Legat's board seat drew 37,943 withheld — the two largest pockets of opposition, and nearly identical in size. Every other director saw withheld votes in the single digits. The auditor and board-size resolutions passed without a single vote against.

On the market-making side, the company will pay Red Cloud CAD $5,000 per month plus applicable taxes. The initial term is three months, renewing month-to-month unless either party gives 30 days' written notice. Red Cloud will trade using its own proprietary capital, and the company said no stock options or equity securities are being granted as compensation, with no performance-based targets in the agreement.

Vitalist said Red Cloud acts at arm's length and, to its knowledge, neither Red Cloud nor its directors, officers, or affiliates holds any direct or indirect interest in the company or its securities. Red Cloud is a Toronto-based investment dealer registered in all Canadian provinces and territories, a member of CIRO and CIPF.

Analysis — What It Means for VITA.V and Small-Cap Liquidity

For a TSX Venture-listed issuer, a market-making agreement matters because Venture names often trade with wide spreads and thin depth. A designated market maker using its own capital can narrow quoted spreads and absorb small orders, which is the mechanism Vitalist cited when it said the arrangement would improve liquidity. The absence of equity compensation is notable: Red Cloud is paid in cash only, so the agreement does not dilute existing holders.

The counter-argument is that market-making is not a demand signal. A market maker provides quotes and inventory, not investment conviction, and the company explicitly stated there are no performance targets tied to the arrangement. Liquidity support can also be withdrawn on 30 days' notice, and the initial three-month term is short relative to the two-year gap between the agreement's April 2024 commencement and this announcement.

Investors holding VITA.V are exposed to a company whose disclosed compensation structure is now clearer: the equity incentive plan passed with the only meaningful shareholder dissent of the meeting. That vote, at 0.08% against, was small in absolute terms but an order of magnitude larger than the withheld votes on any director other than Legat. The overlap suggests a subset of holders objected to the plan specifically.

Positioning is difficult to infer. The report gives no share price, no volume, no market capitalisation, and no float, so no flow direction can be established from the disclosure. What is established is that nearly three-quarters of the register voted, and that the dissenting bloc was concentrated on two related items.

Outlook — What to Watch Next

Three items remain open from the disclosure. First, the market-making agreement stays subject to TSX Venture Exchange approval, and the company did not state a date for that decision. Until approval lands, the arrangement's operational status is unresolved on the public record.

Second, the amended and restated equity incentive plan now governs future grants, and the company did not disclose a grant schedule, an option pool size, or a reserve percentage in the announcement. Any subsequent filing that quantifies the pool would be the next data point on dilution.

Third, the company said it filed a report of voting results on all resolutions under its SEDAR+ profile, which is the document that would confirm the figures independently. The company gave no guidance on revenue, product milestones, or VitalOS adoption, and no further meeting or reporting date appears in the disclosure. Watch the exchange approval and any equity grant disclosure.

Frequently Asked Questions

Why did Vitalist waive the proxy cutoff for its 2026 AGM?

Vitalist said it waived the proxy cutoff time to permit additional votes cast by shareholders to be included in the voting results. That means shares voted after the original deadline were still counted in the 48,715,219 total, which represented approximately 72.97% of issued and outstanding common shares. The company did not disclose what the turnout would have been without the waiver.

How much is Vitalist paying Red Cloud for market-making?

The company will pay Red Cloud Securities Inc. CAD $5,000 per month plus applicable taxes. The agreement has an initial three-month term and renews month-to-month unless either party terminates on 30 days' prior written notice. No stock options or equity securities are being granted as compensation, and the company said the agreement contains no performance-based compensation targets.

Did any Vitalist director face meaningful shareholder opposition?

Kalvie Legat received 48,677,276 votes for and 37,943 withheld, or 0.08% withheld — the largest dissent against any director. The equity incentive plan drew 38,279 votes against, or 0.08%. Every other director saw single-digit withheld votes, and the board-size and auditor resolutions passed with no votes against.

Bottom Line

Vitalist cleared every AGM resolution with 72.97% turnout and formalised a two-year-old market-making deal that still awaits exchange approval.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. CFD trading carries high risk of capital loss.