Independent
Tenure on this board
7.6 yrs
2 nominees · 4 ballot items.
Four proposals: elect two Class II directors (Charles McDermott and Bruce D. Steel); approve a reverse stock split of common stock at a Board‑determined ratio between 1‑for‑2 and 1‑for‑20; ratify Crowe LLP as independent registered public accounting firm for 2026; and approve an amendment to increase authorized common shares from 200,000,000 to 400,000,000.
Elect two Class II director nominees—Charles McDermott and Bruce D. Steel—to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Approve amendments authorizing the Board to effect a reverse stock split of common stock at a ratio between 1‑for‑2 and 1‑for‑20, with the Board to determine the exact ratio and timing.
This proposal asks stockholders to approve a series of alternative amendments to the Company’s charter that would permit the Board, at its discretion and without further stockholder approval, to combine every 2 to 20 pre‑split shares into one post‑split share (i.e., a reverse split in a range from 1‑for‑2 to 1‑for‑20) and to choose whether and when to implement any approved ratio through December 31, 2027. Management seeks this authorization to provide flexibility to increase the per‑share market price, which the Board believes may improve marketability, liquidity and the willingness of brokers and institutional investors to trade or recommend the stock. The Board will retain discretion to select the specific ratio based on trading price, volume, Nasdaq listing considerations, transaction costs, general market conditions and other factors at the time of implementation. The proposal contemplates no change in holders’ percentage ownership other than the elimination of fractional shares (to be cashed out), proportional adjustments to outstanding equity awards, and accounting and tax consequences described in the proxy. The Board cautions that a reverse split may not sustainably raise the market price and may reduce liquidity by reducing the number of shares outstanding and increasing odd‑lot holdings; there are also potential Nasdaq listing risks (public float, market value, round‑lot holder thresholds). The proposal also effectively increases the number of authorized but unissued shares available for issuance as a result of the reverse split, which could be used for corporate purposes (including financing and equity compensation) and may have anti‑takeover implications. The Board recommends approval because it wants the operational flexibility to act quickly if market conditions make a reverse split appropriate, while preserving the ability to abandon any split before filing; stockholders will not be required to accept any particular ratio unless and until the Board files the chosen amendment. Implementation mechanics include cash in lieu of fractional shares, pro rata adjustments to option/warrant exercise prices and share reservations, and the Board’s right to abandon the split even after stockholder approval.
Ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase authorized common shares from 200,000,000 to 400,000,000 shares.
This proposal requests stockholder approval to amend the charter to double the number of authorized common shares from 200 million to 400 million, leaving the rights of outstanding shares unchanged but increasing the pool of shares available for issuance. Management is seeking this authorization to give the Company flexibility to use equity for financing to strengthen the balance sheet, to reserve additional shares for employee and director equity incentive programs, and to facilitate potential strategic transactions such as acquisitions or partnership financings without requiring immediate further stockholder approvals. The Board notes that although it has no present specific plan to issue the new shares, having the increased authorization enables faster execution of financing or equity compensation actions when needed, which management views as important given the Company’s capital requirements and development objectives. The proxy discloses potential dilutive effects on existing stockholders (earnings per share and voting dilution) and cautions that the additional shares could be used defensively to frustrate takeover attempts, including private sales to friendly parties or adoption of anti‑takeover measures. If approved, the amendment becomes effective upon filing with the Delaware Secretary of State and would be implemented by a Certificate of Amendment; the additional shares would have identical rights to current common stock. The Board recommends a vote FOR because the increased authorized share capacity provides strategic and financing flexibility, though approval could result in dilution depending on future issuance decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 10.3% | 6,494,571 | $13M |
| 2 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 8.4% | 5,329,416 | $11M |
| 3 | Decheng Capital LLC | 7.0% | 4,447,308 | $9M |
| 4 | ADAR1 Capital Management, LLC | 5.9% | 3,726,659 | $7M |
| 5 | Woodline Partners LP | 5.5% | 3,500,901 | $7M |
| 6 | Aberdeen Group plc | 5.3% | 3,352,837 | $7M |
| 7 | RA CAPITAL MANAGEMENT, L.P. | 4.9% | 3,096,336 | $6M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 1,784,472 | $4M |
| 9 | BALYASNY ASSET MANAGEMENT L.P. | 2.6% | 1,638,770 | $3M |
| 10 | Eversept Partners, LP | 2.4% | 1,498,993 | $3M |
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