Not independent
Tenure on this board
3.4 yrs
9 nominees · 1 ballot item.
Approve an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock at a ratio determined by the Board between 1-for-5 and 1-for-10 (inclusive) and proportionally decrease the number of authorized shares.
Approve amendments to the Certificate of Incorporation to combine every 5 to 10 outstanding shares of common stock into one share (ratio to be selected by the Board within a 1-for-5 to 1-for-10 range), and proportionately reduce the number of authorized shares; Board may decide whether and when to effect the split and may abandon it.
This management proposal requests shareholder approval to amend the Company’s Certificate of Incorporation to permit the Board to effect a reverse stock split of common stock at a whole-number ratio selectable by the Board between 1-for-5 and 1-for-10 and to proportionately reduce the number of authorized shares. Management is pursuing this authorization primarily to regain compliance with Nasdaq’s $1.00 minimum bid price requirement and thereby avoid potential delisting, which the Board identifies as having severe adverse consequences for liquidity, capital access, and reputation. The Board seeks flexibility — both in whether to implement the split and in the ability to choose the ratio within the approved range — to respond to prevailing market conditions and to optimize post-split trading price and holder composition. The proposal would uniformly reduce outstanding shares and adjust equity awards and reserved shares proportionately, while fractional entitlements would be cashed out; the Company emphasizes that the split would not change relative ownership percentages. The Board notes risks: the split may not sustainably elevate the per-share price, may fail to ensure continued listing, and could reduce liquidity by lowering total shares outstanding or create odd-lot holders; these limits temper the expected benefits. The Board recommends a vote FOR, arguing that the reverse split is the most direct and reliable means to address Nasdaq non-compliance and could improve marketability, employee retention, and fundraising ability, while preserving flexibility to abandon the split if conditions are unfavorable. From a governance and investor-protection perspective, the board’s retained discretion over timing and the specific ratio increases managerial flexibility but also concentrates decision-making power post-approval, making the ultimate impact contingent on board execution and market reaction.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Squadron Capital Management LLC | 9.6% | 7,608,695 | $7M |
| 2 | GREAT POINT PARTNERS LLC | 9.5% | 7,554,347 | $7M |
| 3 | Avidity Partners Management LP | 5.2% | 4,163,320 | $4M |
| 4 | HEIGHTS CAPITAL MANAGEMENT, INC | 2.6% | 2,086,960 | $2M |
| 5 | KINGDON CAPITAL MANAGEMENT, L.L.C. | 2.5% | 1,982,491 | $2M |
| 6 | Empery Asset Management, LP | 2.3% | 1,847,826 | $2M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.0% | 1,564,398 | $1M |
| 8 | DAFNA Capital Management LLC | 1.4% | 1,086,956 | $997K |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 0.9% | 731,952 | $671K |
| 10 | MILLENNIUM MANAGEMENT LLC | 0.8% | 622,161 | $570K |
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