Independent
Tenure on this board
14.8 yrs
7 nominees · 4 ballot items.
Four proposals: (1) election of three Class 3 directors (Marvin Slosman, Raymond Cohen, Dan Dearen); (2) approval of an amendment to increase authorized common stock from 150,000,000 to 250,000,000 shares; (3) ratification of reappointment of Kesselman & Kesselman as independent auditors for 2026; and (4) approval to adjourn the Annual Meeting if there are insufficient votes or quorum to permit further solicitation of proxies.
Elect three Class 3 directors—Marvin Slosman, Raymond Cohen and Dan Dearen—to serve three-year terms expiring in 2029.
Approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 250,000,000 (and total authorized shares to 255,000,000 including preferred).
This management proposal seeks shareholder approval to amend the Company’s Certificate of Incorporation to increase authorized common shares from 150 million to 250 million (and total authorized shares to 255 million including preferred). Management frames the amendment as a forward-looking corporate governance tool to preserve flexibility for financing, strategic transactions, equity-based compensation, and other general corporate purposes without the delay and cost of convening a special stockholder meeting. The company discloses that on a fully diluted basis as of the record date it already has substantial issued and reserved shares (including pre-funded warrants, warrants, options, RSUs and shares issuable under equity plans), leaving a relatively limited number of unissued and unreserved authorized shares available; management therefore argues the increase is necessary to support future financings and operational needs. The board recommends a FOR vote, emphasizing timeliness and optionality—that additional authorized shares would allow management to act quickly on opportunistic financings or transactions as market conditions permit. The company notes the increase itself does not immediately dilute existing holders but acknowledges that future issuances could dilute voting power, EPS and book value per share, and could be used in ways that have an anti-takeover effect. There is no present plan to issue the additional shares, and the board states it has not authorized any specific issuances; however, the policy grants the board discretion to issue shares for various corporate purposes, which investors should view as both a flexibility benefit and a potential governance concern. For fiduciary and governance analysis, the key considerations are: the company’s capital needs (given recent private placements and warrant overhang), the relatively low current free float of authorized but unissued shares, potential dilution versus the operational need for headroom, and whether additional corporate governance protections (e.g., preemptive rights) should accompany such an increase. In sum, the proposal is a routine corporate housekeeping measure with significant strategic implications: it grants the board issuance power that can facilitate growth and financing but also carries dilution and potential anti-takeover risks that investors should weigh against the company’s near-term capital plan and governance framework.
Ratify the audit committee’s selection of Kesselman & Kesselman (a member of PricewaterhouseCoopers International Limited) as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Authorize the proxies to adjourn or postpone the Annual Meeting to a later date or dates, if necessary, to permit additional solicitation and vote of proxies in the event there are not sufficient votes to establish a quorum or to approve proposals 1 through 3.
This management proposal asks shareholders to authorize the board’s proxies to adjourn or postpone the Annual Meeting, if necessary, to allow additional time to solicit votes to establish a quorum or obtain approval for the director elections, authorized shares amendment, or auditor ratification. Management frames this as a practical procedural measure to avoid the inefficiency and cost of reconvening a later meeting or conducting a special meeting solely to solicit additional proxies. The board emphasizes that the adjournment authority would be used only if there are insufficient votes or a lack of quorum and that it would permit additional outreach to institutional and retail holders. From a governance perspective, the proposal is routine and generally neutral in substantive effect, but it can materially affect whether contested items get decided at the scheduled meeting versus after more solicitation—potentially altering the dynamics of proxy contests or negotiations. The power to adjourn without taking a vote on an item could be used to delay or reshape the outcome of votes, which gives the board tactical flexibility; investors should consider whether management is likely to use this flexibility to advance legitimate administrative objectives or to entrench management. Given the company’s disclosure of broker non-vote limitations on certain proposals, the adjournment is a predictable mechanism to address broker non-votes and low participation. The board recommends a FOR vote on this proposal to preserve operational flexibility to secure required approvals or a quorum; however, shareholders seeking governance protections may want clear disclosure post-meeting on any adjournment actions taken and the board’s solicitation efforts during any adjourned period. Overall, the adjournment proposal is a procedural request with practical benefits for ensuring proposals can be decided but also presents a modest governance tradeoff in granting short-term tactical authority to the board/proxies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rosalind Advisors, Inc. | 8.34% | 3,905,743 | $6M |
| 2 | Nantahala Capital Management, LLC | 7.21% | 3,376,484 | $6M |
| 3 | Aberdeen Group plc | 6.78% | 3,173,364 | $5M |
| 4 | ORBIMED ADVISORS LLCActivist | 6.69% | 3,133,405 | $5M |
| 5 | Parkman Healthcare Partners LLC | 5.16% | 2,416,518 | $4M |
| 6 | Velan Capital Investment Management LP | 4.48% | 2,099,652 | $3M |
| 7 | MARSHALL WACE, LLP | 3.97% | 1,860,405 | $3M |
| 8 | Soleus Capital Management, L.P. | 2.23% | 1,045,708 | $2M |
| 9 | PURA VIDA INVESTMENTS, LLC | 0.96% | 450,517 | $734K |
| 10 | INGALLS SNYDER LLC | 0.81% | 379,300 | $618K |
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