Item 8.01 Other Events.
On January 27, 2023, the Company issued a press release (a copy of which is
furnished herewith as exhibit 99.1) announcing that its 2023 Annual Meeting of
Stockholders ("2023 Annual Meeting") will be held on Wednesday, May 31, 2023.
The 2023 Annual Meeting will be a completely virtual meeting conducted via
webcast. The close of business on April 6, 2023 shall be the record date for the
determination of stockholders entitled to notice of and to vote during the 2023
Annual Meeting and any adjournment thereof.
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any stockholder proposal intended to be considered
for inclusion in the Company's proxy materials for the 2023 Annual Meeting must
be delivered to, or mailed to and received at, the Company's executive offices
located at 3250 Mary St., Suite 410, Coconut Grove, FL 33133, Attention:
Corporate Secretary, on or before the close of business on March 1, 2023, which
the Company has determined to be a reasonable time before it expects to begin to
print and distribute its proxy materials for the 2023 Annual Meeting. In
addition to complying with this deadline, stockholder proposals intended to be
considered for inclusion in the Company's proxy materials for the 2023 Annual
Meeting must also comply with all applicable SEC rules, including Rule 14a-8 of
the Exchange Act. In addition, to comply with the universal proxy rules under
Rule 14a-19 of the Exchange Act, stockholders who intend to solicit proxies in
support of director nominees other than the Company's nominees must provide
notice that sets forth the information required by Rule 14a-19 under the
Exchange Act no later than April 1, 2023.
In order for proposals of stockholders made outside of Rule 14a-8 to be
considered "timely" within the meaning of Rule 14a-4(c) promulgated under the
Exchange Act, such proposals must be received by the Corporate Secretary at the
above address before the close of business on March 1, 2023.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
Exhibit No. Description
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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