Independent
Tenure on this board
8.2 yrs
2 nominees · 4 ballot items.
Election of two Class III directors; Approval to increase authorized shares of common stock; Ratification of appointment of CBIZ CPAs P.C. as independent auditors; Advisory (non-binding) vote to approve named executive officer compensation.
Elect two Class III directors (Reinhard J. Ambros, Ph.D. and Josef H. von Rickenbach) to serve three-year terms ending at 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 proposal asks shareholders to approve a certificate amendment to double the company’s authorized common shares from 100 million to 200 million. Management seeks this authority to provide corporate flexibility—enabling prompt issuance of equity for financing, compensation, acquisitions, stock splits, and other corporate actions without needing special shareholder meetings. The company discloses limited remaining unissued shares and that conversion of Series X preferred could require additional authorized shares, noting related agreements with Bios Entities; thus, failure to increase authorization could impede planned financings and conversions. Board emphasizes the shares would be identical to existing shares and that the increase has no immediate dilutive effect but warns future issuances could dilute existing shareholders. The Board notes potential defensive effects against hostile takeovers but disclaims an anti-takeover intent. The board recommends a FOR vote, arguing increased flexibility is in the company’s and shareholders’ interests to seize market opportunities and avoid delays and expenses.
Ratify CBIZ CPAs P.C. as the independent registered public accounting firm for the 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 management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures and policies for the named executive officers. Management seeks this vote to gauge investor support for its pay-for-performance compensation programs that include base salary, annual performance cash bonuses, and equity awards designed to align executives’ interests with stockholders and motivate achievement of near- and long-term goals. The Board states that the Compensation Committee uses independent benchmarking and consultant input to set pay, that compensation practices are intended to avoid encouraging excessive risk-taking, and that the Board will consider the outcome of the advisory vote in future decisions. The vote is advisory and non-binding.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Voss Capital, LP | 5.1% | 4,388,362 | $6M |
| 2 | BIOS Capital Management, LP | 2.1% | 1,758,375 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 998,521 | $1M |
| 4 | UNIVERSITY OF TEXAS/TEXAS AM INVESTMENT MANAGEMENT CO | 0.6% | 511,610 | $665K |
| 5 | Cable Car Capital, LP | 0.5% | 420,000 | $546K |
| 6 | Prosight Management, LP | 0.5% | 411,600 | $535K |
| 7 | Sigma Planning Corp | 0.4% | 348,677 | $453K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.3% | 294,771 | $383K |
| 9 | Texas Capital Bank Wealth Management Services Inc | 0.3% | 273,625 | $356K |
| 10 | GAGNON SECURITIES LLC | 0.3% | 239,520 | $311K |
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