Independent
Tenure on this board
8.4 yrs
2 nominees · 4 ballot items.
Election of two Class III directors; Approval to increase authorized common shares from 100M to 200M; Ratification of CBIZ CPAs P.C. as independent auditors; Advisory (non-binding) approval of named executive officer compensation.
Elect two Class III directors (Reinhard J. Ambros, Ph.D. and Josef H. von Rickenbach) to serve until the 2029 annual meeting.
Amend the restated certificate of incorporation to increase authorized common stock from 100,000,000 to 200,000,000 shares.
The Board is asking shareholders to approve an amendment to increase authorized common shares from 100 million to 200 million to provide flexibility for financings, equity compensation, stock dividends, splits, and strategic transactions. Management highlights that only ~1.07 million shares remain unissued/unreserved as of May 13, 2026 and that conversion of Series X preferred could add 12.232 million shares upon approval; therefore, the company needs more authorized shares to avoid constraining operations. The proposal will permit the Board to issue new shares without further shareholder approval (except as required by law or Nasdaq), which could facilitate timely capital raises or strategic transactions but could also dilute existing shareholders and potentially be used in defensive scenarios; management disclaims any anti-takeover intent. The Board recommends FOR due to operational flexibility, noting that future issuances could dilute EPS and voting power, and that the amendment would become effective upon filing with the Delaware Secretary of State if approved at the meeting.
Ratify CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the Company’s executive compensation disclosure for named executive officers. It is held annually (one-year frequency chosen by stockholders in 2023). Management describes its compensation program as pay-for-performance with cash and equity elements designed to attract, motivate and retain executives and align them with stockholders. The Compensation Committee uses market data and consultant input and will consider the vote's outcome in future compensation decisions. As an advisory vote, it does not create legal obligations but serves as a signal to the Board and Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Voss Capital, LP | 6.10% | 5,261,921 | $5M |
| 2 | Cable Car Capital, LP | 6.02% | 5,195,000 | $5M |
| 3 | ADAR1 Capital Management, LLC | 5.22% | 4,500,000 | $5M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.92% | 3,377,910 | $4M |
| 5 | Ikarian Capital, LLC | 3.42% | 2,950,000 | $3M |
| 6 | GREAT POINT PARTNERS LLC | 2.98% | 2,575,000 | $3M |
| 7 | CITADEL ADVISORS LLC | 2.61% | 2,250,000 | $2M |
| 8 | BIOS Capital Management, LP | 2.04% | 1,758,375 | $2M |
| 9 | Velan Capital Investment Management LP | 1.97% | 1,700,000 | $2M |
| 10 | Senvest Management, LLC | 1.43% | 1,230,895 | $1M |
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