Independent
Tenure on this board
16.0 yrs
6 nominees · 4 ballot items.
Elect six directors; advisory (non-binding) vote to approve executive compensation (say-on-pay); approve a reverse stock split (1-for-2 to 1-for-50) authorizing the Board to select the ratio; and ratify Cherry Bekaert LLP as independent auditors for 2026.
Elect six nominees (Charles L. Pope, Robert C. Koski, Dr. Frederick W. Telling, Dr. Alan W. Dunton, John P. Gandolfo, Natasha Giordano) to the Board to serve until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the Company’s named executive officers (a Say-on-Pay vote). Management seeks this advisory approval as required under Dodd-Frank/Exchange Act rules to provide shareholders an opportunity to express their views on executive pay and to inform the Compensation Committee’s future decisions. The Compensation Discussion & Analysis and compensation tables describe base salary, annual incentives, equity awards, employment agreements, severance and other elements; the Company emphasizes alignment of pay with shareholder interests through equity grants and performance-based bonuses. The Board notes that prior advisory votes and shareholder feedback inform compensation design and that the Compensation Committee will consider the vote results when setting future compensation. Because the vote is advisory, it will not bind the Board, but it serves as an important governance signal and influences compensation philosophy and potential adjustments. Key context includes the Company’s development-stage status (limited revenues, R&D focus), changes to the CEO/CFO compensation during 2025, and the Board’s continued use of equity incentives to align long-term interests. The Board recommends a vote FOR because it believes the overall program is competitive, motivates management to pursue corporate objectives, supports retention, and is consistent with market practice for similarly situated companies.
Approve an amendment to the Articles of Incorporation to authorize a reverse stock split of common stock at any ratio from 1-for-2 to 1-for-50, with the Board to select the exact ratio and timing within one year following shareholder approval.
This management proposal seeks shareholder approval to amend the Articles of Incorporation to permit the Board to effect, at its discretion within one year following approval, a reverse stock split of common shares at any ratio between one-for-two and one-for-fifty. Management frames the change as a flexibility tool to address potential NYSE American listing risks (including a proposed rule lowering thresholds), to raise the per-share trading price, and to broaden the investor base by making shares eligible for investors and funds that screen out low-priced stocks. The Board emphasizes that approval is non-binding on implementation — it may elect not to effect a split — but wants the authorization to act quickly if market conditions or exchange requirements warrant. The Proxy discloses potential effects and tradeoffs: consolidation could increase per-share prices and reduce perceived delisting risk but may also reduce share count, possibly lower liquidity, create odd-lot holdings, and increase relative transaction costs for small holders; authorized shares remain unchanged creating more unissued authorized shares on a relative basis, which could enable future issuances and cause dilution. The Board commits to selecting a ratio based on contemporary market conditions, trading history, and the anticipated impact on marketability, and will consider the split only if it believes the net benefits outweigh negatives. The analysis also addresses proportional adjustments to options, warrants, and convertible securities and U.S. federal income tax considerations framing the split as intended to qualify as a recapitalization. The Board recommends FOR because it believes the flexibility helps protect the listing and supports financing and investor-access objectives, while retaining discretion to abandon the split if it is not in shareholders’ best interests.
Ratify Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 1.41% | 63,610 | $36K |
| 2 | Pathstone Holdings, LLC | 1.22% | 55,001 | $31K |
| 3 | TWO SIGMA SECURITIES, LLC | 0.45% | 20,343 | $11K |
| 4 | HRT FINANCIAL LP | 0.41% | 18,672 | $10K |
| 5 | Virtu Financial LLC | 0.39% | 17,575 | $10K |
| 6 | UBS Group AG | 0.12% | 5,205 | $3K |
| 7 | Tower Research Capital LLC (TRC | 0.10% | 4,548 | $3K |
| 8 | Ameritas Advisory Services, LLC | 0.04% | 2,000 | $1K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.03% | 1,462 | $818 |
| 10 | Western Wealth Management, LLC | 0.02% | 1,001 | $561 |
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