Jennifer Carver, BSN, MBA
Independent
Tenure on this board
New nominee
1 nominee · 3 ballot items.
Election of one Class A director; authorization for the Board to effect one or more reverse stock splits at a ratio between 1-for-2 and 1-for-250 within one year; ratification of Baker Tilly US, LLP as independent auditor for fiscal 2026.
Elect one Class A director (Jennifer Carver) to serve until the 2029 Annual Meeting.
Grant the Board discretionary authority to amend the certificate of incorporation to effect one or more reverse stock splits at a ratio within a range of 1-for-2 to 1-for-250, to be implemented within one year if approved.
This management proposal seeks shareholder authorization to amend the Company’s Certificate of Incorporation to permit the board to implement, at its discretion and within one year, one or more reverse stock splits at ratios ranging from 1-for-2 up to 1-for-250. Management is asking for broad flexibility — including the ability to set the exact ratio for each split — to address potential Nasdaq minimum bid price compliance issues and to enhance attractiveness to institutional investors and liquidity. The company has a recent history of multiple reverse splits (1-for-16 in Jan 2025, 1-for-3 in Jul 2025, and 1-for-4 in Jan 2026) to comply with Nasdaq listing requirements; Nasdaq rule changes limit eligibility for relief after certain recent reverse-split activity, which contextualizes why the board seeks flexible authority. The board emphasizes that approval would not require effecting any split and reserves the right to abandon splits if conditions change. The board discloses potential adverse effects — negative market perception, possible reduced liquidity, and uncertain effect on total market capitalization — and explains tax, fractional-share, and accounting consequences. The board unanimously recommends a “FOR” vote, arguing the benefits (regaining/maintaining Nasdaq compliance and broader investor appeal) outweigh risks, while acknowledging limitations and uncertainties of the outcome.
Ratify the Audit Committee’s selection of Baker Tilly US, LLP as the independent auditor for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 8.27% | 323,241 | $388K |
| 2 | SABBY MANAGEMENT, LLC | 2.54% | 99,432 | $119K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.09% | 42,528 | $51K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.34% | 13,127 | $16K |
| 5 | XTX Topco Ltd | 0.29% | 11,385 | $14K |
| 6 | UBS Group AG | 0.11% | 4,115 | $5K |
| 7 | Tower Research Capital LLC (TRC | 0.10% | 4,074 | $5K |
| 8 | ROYAL BANK OF CANADA | 0.02% | 747 | $1K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.02% | 667 | $800 |
| 10 | SBI Securities Co., Ltd. | 0.01% | 344 | $413 |
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