- The deadline for stockholders to vote (or change their vote) is
11:59 p.m. EST onSunday, December 17, 2023
“We are pleased that both ISS and Glass Lewis, the leading independent proxy advisory firms, support our Board’s recommendation that stockholders vote “FOR” Proposal No. 1,” said
The Company’s 2023 Special Meeting will be held on
https://www.sec.gov/Archives/edgar/data/109657/000149315223039585/formdef14a.htm
The deadline for stockholders to vote (or change their vote) is
Proposal Items
- To approve an amendment to our second restated certificate of incorporation, as amended, in the form attached to the proxy statement as Annex A, at the discretion of our Board in the event they deem it necessary, effect a Reverse Split with respect to our issued and outstanding common stock, par value
$0.001 per share (“Common Stock”), including any Common Stock held by the Company as treasury shares, at any time prior toFebruary 20, 2024 , at a ratio of 1-for-5 to 1-for-30 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of our stockholders and included in a public announcement. - To consider and vote upon an adjournment of the Special Meeting from time to time to a later date or dates, if necessary, to establish a quorum and/or solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1.
Stockholders are encouraged to review certain frequently asked questions and answers about the potential Reverse Split below, as well as additional information about Proposal No. 1 that is available in the Company’s definitive proxy statement filed with the
Frequently Asked Questions and Answers
Question | Answer | ||
If Proposal No. 1 is approved by stockholders at the Special Meeting, will a Reverse Split be implemented immediately? | No, the Reverse Split will not be implemented immediately. If approved, Proposal No. 1 provides our Board with the option, but not the obligation, to implement a Reverse Split within the next 12 months, if it is needed to maintain our Nasdaq listing. Proposal No. 1 does not require our Board to implement the Reverse Split. If Proposal No. 1 is approved at the Special Meeting, and it becomes necessary and advisable to implement a Reverse Split to maintain our Nasdaq listing, our Board will carefully assess many factors, including timing, Company operations and market conditions to select a time for a Reverse Split that is most advantageous for the Company and its stockholders. | ||
What will happen to | Nasdaq requires that a listed company maintain a minimum bid price of Additionally, a Reverse Split that increases the price of the Company’s common stock has the potential to make the Company’s common stock more attractive and accessible to certain institutional investors and private wealth managers, which could enhance liquidity and provide for a stronger investor base. Our Board and the two leading proxy advisory firms, ISS and Glass Lewis, believe it is in the best interest of all | ||
What happens if I don’t vote? | If you don’t vote, or if you abstain, it may count the same as a vote AGAINST Proposal No. 1. Therefore, we strongly encourage each investor to follow the recommendations of ISS and Glass Lewis and vote “FOR” Proposal No. 1 as promptly as possible. | ||
Who can help me vote? | Our proxy solicitor, | ||
If I’ve already voted “AGAINST” Proposal No. 1, can I still change my vote to “FOR” Proposal No. 1? | Yes. If you previously submitted a proxy and voted AGAINST Proposal No. 1, you may still revoke your previously submitted proxy and reclaim your right to vote at any time before Our proxy solicitor, |
Stockholders Questions and Voting Assistance
The Company has engaged
Tel: (212) 257-1311 or (888) 368-0379
Email:info@saratogaproxy.com
Investors are strongly encouraged to read the proxy materials that were filed with the
ISS and Glass Lewis are the two-leading independent, third-party proxy advisory and corporate governance firms that provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional stockholders throughout
About
Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" regarding future events and our future results. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects", "intends," "plans," "believes," "seeks," "estimates," "endeavors," "strives," "may," or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward-looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those factors described in our most recent annual report on Form 10-K, as such may be amended or supplemented by subsequent quarterly reports on Form 10-Q, or other reports filed with the
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Investor Relations Contacts:
cdavis@lifesciadvisors.com
212-915-2577
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