1 ballot item.
Approve an amendment authorizing the Board to effect a reverse stock split of all outstanding common stock at a ratio between 1-for-10 and 1-for-30, with the Board to determine the final ratio.
Authorize the Company’s Board to amend the certificate of incorporation to effect a reverse stock split of all outstanding shares of Common Stock at a ratio in the range of 1-for-10 to 1-for-30, with the Board to determine the final ratio and effect the split within one year of stockholder approval.
This management proposal requests shareholder approval to amend the company’s certificate of incorporation to permit the Board to implement a reverse stock split of outstanding common shares at a ratio between 1-for-10 and 1-for-30, with the Board retaining discretion to select the final ratio and whether or not to effect the split within one year of approval. Management is pursuing this to raise the per-share trading price primarily to address Nasdaq continued listing concerns after the company was transferred to the Nasdaq Capital Market and was given until June 22, 2026 to regain a $1.00 minimum bid price, and because the recent securities purchase agreement requires the company to seek shareholder approval for such an amendment. The Board argues the flexibility of a range of ratios allows it to choose the option most likely to achieve compliance and to maximize benefits to stockholders while minimizing adverse effects. Management also contends a higher per-share price could improve institutional investor and broker interest, increase liquidity, reduce volatility associated with low-priced stocks, and facilitate capital raising. The filing discusses risks: the reverse split may not produce a sustained price increase, could reduce liquidity by decreasing the number of outstanding shares, may create odd-lot holders with higher transaction costs, and could be perceived negatively by the market reducing market capitalization. The Board retains discretion to abandon or defer the split even after approval and will only effect the amendment if it determines it is in the company’s and stockholders’ best interests, and the proposal will not alter relative ownership percentages or rights except for fractional-share treatment. The proposal is also contextualized by the company’s February 2026 securities purchase agreement and issuance of pre-funded warrants and common warrants; failure to obtain approval could breach that agreement and materially affect operations and financing. Overall, the proposal asks shareholders to grant a time-limited, discretionary authority to the Board to execute a reverse split as a tactical tool to address listing compliance and capital market access risks, with the Board recommending a FOR vote based on those considerations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Aberdeen Group plc | 60.5% | 8,243,941 | $9M |
| 2 | BVF INC/IL | 56.2% | 7,652,972 | $8M |
| 3 | Avidity Partners Management LP | 54.1% | 7,369,352 | $14M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 37.7% | 5,138,316 | $6M |
| 5 | Soleus Capital Management, L.P. | 33.0% | 4,500,000 | $5M |
| 6 | Laurion Capital Management LP | 28.5% | 3,882,162 | $4M |
| 7 | MILLENNIUM MANAGEMENT LLC | 27.7% | 3,779,922 | $4M |
| 8 | MORGAN STANLEY | 23.9% | 3,249,142 | $4M |
| 9 | Nantahala Capital Management, LLC | 18.4% | 2,506,491 | $3M |
| 10 | 683 Capital Management, LLC | 18.0% | 2,450,000 | $3M |
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