Not independent
Tenure on this board
5.2 yrs
Also a director at
LBSU
9 nominees · 5 ballot items.
The special meeting includes five proposals: Proposal 1 seeks approval of a reverse stock split of the company's common stock and Series C Preferred Stock within a 1-for-5 to 1-for-30 range with the Board to set the exact ratio; Proposals 2, 3, and 4 seek Nasdaq Rule 5635(d) approvals for issuances of common stock issuable upon exercise of warrants (November 18, November 24, and December offerings respectively, including related placement agent warrants and engagement letters); and Proposal 5 is an adjournment to solicit additional votes.
Approve an amendment to the Certificate of Incorporation to effect the Reverse Stock Split of our issued and outstanding Common Stock and Series C Preferred Stock at a ratio not less than 1-for-5 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of the Board without further stockholder approval, prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by stockholders at the Special Meeting; the Board will determine whether and when to implement the Reverse Stock Split; the Reverse Stock Split is intended to regain Nasdaq listing and will not be a going-private transaction.
Approve the issuance of up to 12,110,203 shares of Common Stock issuable upon the exercise of outstanding November 18 Warrants issued pursuant to the November 18 Securities Purchase Agreement, for purposes of Nasdaq Listing Rule 5635(d); the 3,540,000 shares issued to the Purchaser in the November 18 Offering are not entitled to vote on this Proposal 2; the Board recommends FOR.
Approve the issuance of up to 4,477,614 shares of Common Stock issuable upon the exercise of outstanding November 24 Warrants and up to 313,433 shares issuable upon the exercise of outstanding November Placement Agent Warrants (in connection with the November 24 Offering), for purposes of Nasdaq Listing Rule 5635(d); the Board recommends FOR.
Approve the issuance of up to 5,227,275 shares of Common Stock issuable upon the exercise of outstanding December Warrants and up to 365,909 shares issuable upon the exercise of outstanding December Placement Agent Warrants (in connection with the December Offering), for purposes of Nasdaq Listing Rule 5635(d); the Board recommends FOR.
Approve adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of one or more proposals if there are not sufficient votes at the time of the Special Meeting to adopt a proposal or to establish a quorum; the Board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.3% | 67,665 | $89K |
| 2 | Fund Evaluation Group, LLC | 1.0% | 51,794 | $68K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 25,500 | $34K |
| 4 | BlackRock, Inc. | 0.4% | 18,238 | $24K |
| 5 | Cascade Financial Partners, LLC | 0.3% | 16,428 | $22K |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.3% | 15,997 | $21K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.1% | 6,380 | $8K |
| 8 | BlackRock, Inc. | 0.1% | 6,155 | $8K |
| 9 | UBS Group AG | 0.1% | 4,649 | $6K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 4,109 | $5K |
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