Independent
Tenure on this board
18.4 yrs
1 nominee · 4 ballot items.
Vote to elect one Class I director; approve board authorization to effect a reverse stock split (2:1–10:1); ratify Crowe LLP as auditor for 2026; and cast a non-binding advisory vote to approve 2025 named executive officer compensation.
Elect Seth J. Herbst, M.D. as a Class I director to serve until the 2029 Annual Meeting.
Approve an amendment to the Certificate of Incorporation authorizing the Board to effect a reverse stock split of the company’s common stock at a ratio between 2-for-1 and 10-for-1, as determined by the Board.
This management proposal asks shareholders to authorize an amendment to the Company’s Certificate of Incorporation permitting the Board to implement a reverse stock split at a ratio between 2-for-1 and 10-for-1, with the exact ratio to be selected by the Board if the amendment is approved. Management is seeking this evergreen approval primarily as a defensive and compliance-preservation tool because the Company is currently not in compliance with Nasdaq’s minimum bid price requirement; the Board argues the flexibility will help the Company regain compliance and avoid delisting. The proposal does not compel the Board to effect a split but provides discretionary authority so the Board can act quickly if market conditions and other factors indicate a split would be beneficial. The filing explains the Board will consider trading history, current market price and volume, the Company’s ability to remain listed on Nasdaq, financing needs, and broader market conditions when choosing the ratio. Management also discloses risks: a reverse split may not achieve a sustained increase above $1.00, may reduce liquidity, and could make percentage declines in market capitalization larger if the share price drops after the split. The proposal contemplates proportional adjustments to authorized shares, outstanding equity awards, warrants and convertible securities and explains fractional shares will be rounded up rather than paid in cash. The Board justifies the request as necessary contingency planning in the event Nasdaq initiates delisting proceedings or the Company is otherwise unable to regain compliance by the applicable deadlines. While the Board believes a reverse split could help restore compliance, it candidly warns there is no guarantee of relisting or that the split will have the intended market effect; shareholders should weigh potential listing benefits against liquidity and market-perception risks. Overall, the measure is a common corporate governance mechanism to retain listing eligibility in distressed-filed companies, but its effectiveness depends on subsequent stock performance, the Board’s choice of ratio, and the Company’s broader ability to address the underlying operational and financial issues driving the low share price.
Ratify the Audit Committee’s selection of Crowe LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Cast a non-binding, advisory vote to approve the 2025 compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement.
This advisory (‘‘say-on-pay’’) proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed 2025 executive compensation decisions. Management seeks approval to validate its pay philosophy—designed to attract, retain and motivate executives while aligning their interests with long-term shareholder value—and to obtain shareholder feedback, which the Compensation Committee will consider in future compensation-setting. The Company discloses base salaries, bonuses (including RSUs), option grants and severance/change-in-control features for named executives, and highlights that compensation is tied to performance metrics and retention objectives; it also discloses ‘‘compensation actually paid’’ and pay-versus-performance tables as required by SEC rules. The Board’s recommendation emphasizes that the vote is advisory and non-binding, but that the Board and Compensation Committee will review the results and may adjust policies or awards in response to shareholder sentiment. Key governance context includes related-party transactions (e.g., convertible notes to parties related to the CEO), the presence of a small, closely held ownership base, and the Company’s history of net losses—all factors that could influence shareholders’ evaluation of pay-for-performance alignment. Given the company’s stage and recent equity-based awards and RSU grants, investors will weigh whether long-term incentives are appropriately structured to drive commercialization and financial results versus creating dilution or rewarding short-term milestones. The advisory vote provides a governance mechanism to signal shareholder approval or concern; while it will not change awards retroactively, a negative outcome would likely prompt engagement and potential adjustments by the Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | APIS CAPITAL ADVISORS, LLC | 3.5% | 1,270,972 | $1M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 928,233 | $761K |
| 3 | CHAPIN DAVIS, INC. | 2.4% | 888,004 | $728K |
| 4 | TRUIST FINANCIAL CORP | 0.9% | 326,200 | $267K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 267,084 | $219K |
| 6 | BlackRock, Inc. | 0.5% | 197,749 | $162K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 139,478 | $114K |
| 8 | MARATHON CAPITAL MANAGEMENT | 0.3% | 110,000 | $90K |
| 9 | Sage Mountain Advisors LLC | 0.3% | 106,564 | $87K |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.2% | 81,665 | $67K |
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