Independent
Tenure on this board
1.8 yrs
2 nominees · 4 ballot items.
Four proposals: election of two Class II directors (David M. Epstein and Dan Weng), a non-binding advisory vote on named executive officer compensation (say-on-pay), ratification of Grant Thornton Zhitong as independent auditor for 2026, and approval under Nasdaq Rule 5635(a) to permit issuance of common stock upon conversion of Series B Convertible Preferred Stock in connection with the Cullgen merger.
Elect two Class II director nominees, David M. Epstein, Ph.D. and Dan Weng, M.D., to serve until the 2029 Annual Meeting.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation disclosed for the named executive officers (a “say-on-pay” vote). It is required by Dodd-Frank/SEC rules as an advisory mechanism to provide shareholder feedback on pay practices but is not binding on the Board. Management and the Compensation Committee present compensation including base salaries, annual cash incentives tied to performance goals, and long-term equity awards under the Company’s 2023 Omnibus Incentive Plan; the Proxy Statement emphasizes that these elements are intended to attract and retain talent and align pay with stockholder interests. The company’s recent corporate activity (including the October 2023 business combination, leadership changes in 2025, and sizable option awards granted to executive officers in 2025) contextualizes the magnitude and form of recent executive pay. While non-binding, an adverse result could prompt the Compensation Committee and Board to re-evaluate pay design, disclosure, or engagement with major stockholders, particularly given the company’s status as a smaller reporting company and its controlled-company governance dynamics. The Board recommends a vote FOR and explicitly states it will consider the outcome when making future compensation decisions. Institutional investors will likely weigh the company’s pay-for-performance disclosure (including the pay-versus-performance table) and recent equity grant timing when deciding how to vote. Given the advisory nature, the primary practical effect is reputational and may influence future compensation program adjustments, enhanced disclosure, or targeted investor outreach. Overall, the proposal is a governance signal to assess whether pay outcomes align with company performance and strategic objectives.
Ratify the appointment of Grant Thornton Zhitong Certified Public Accountants LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of common stock upon conversion of Series B Convertible Preferred Stock to permit issuance of shares expected to be issued in connection with the Cullgen merger.
This proposal requests shareholder approval under Nasdaq Listing Rule 5635(a) to allow the Company to issue common shares upon conversion of Series B Convertible Preferred Stock that are expected to be issued in connection with the proposed Merger with Cullgen. Management seeks approval because Nasdaq rules aggregate issuances for purposes of the 20% threshold and the conversion could otherwise constitute an issuance in excess of the threshold absent stockholder approval. The Merger contemplates issuance of 3,697,236 shares of Series B Preferred Stock, convertible into up to 18,486,180 shares of common stock (five shares of common per preferred share), subject to beneficial ownership conversion limitations and anti-dilution adjustments; approval therefore clears a technical and regulatory hurdle necessary to effectuate the contemplated capital structure post-transaction. The Board relied on a special committee composed of disinterested independent directors that unanimously determined the transaction to be fair to unaffiliated stockholders; the Board nonetheless discloses potential conflicts because certain affiliated parties (GNI Japan and GNI USA and other Cullgen stockholders) are expected recipients of Series B Preferred Stock. The Series B terms provide voting parity with common stock, dividend parity on an as-converted basis, liquidation parity, conversion restrictions tied to beneficial ownership limits (initially up to 19.99%), and protective voting provisions for certain corporate actions while Series B shares are outstanding. Management has also negotiated lock-up agreements, registration rights and a Registration Rights Agreement that provides for a resale registration statement to be filed following the Merger and includes customary indemnities, which are intended to mitigate market impact and provide liquidity for selling holders. From a governance and investor-impact perspective, the proposal authorizes a potentially dilutive issuance that materially affects capital structure and ownership concentration; stockholders should consider dilution risk, the beneficial ownership blockers, affiliated-party interests, and the business rationale for the Cullgen acquisition. The Board recommends FOR because approval is required to comply with Nasdaq rules and to implement the Merger as negotiated, while providing contractual limitations (conversion blockers, lock-ups and registration rights) designed to limit immediate dilution and orderly market access for new holders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.0% | 984,204 | $7M |
| 2 | BlackRock, Inc. | 0.4% | 376,511 | $3M |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 366,657 | $3M |
| 4 | BlackRock, Inc. | 0.3% | 319,597 | $2M |
| 5 | STATE STREET CORP | 0.2% | 216,326 | $2M |
| 6 | SBI Securities Co., Ltd. | 0.2% | 170,837 | $1M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.2% | 165,238 | $1M |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.1% | 137,682 | $960K |
| 9 | NORTHERN TRUST CORP | 0.1% | 132,061 | $920K |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.1% | 69,814 | $487K |
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