Item 1.01 Entry into a Material Definitive Agreement.
To the extent required by Item 1.01 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Amendment of Warrants
As previously announced, on
The foregoing description of the Series A Warrants is only a summary and does
not purport to be complete and is qualified in its entirety by reference to the
Warrant Amendment, a copy of which is attached as Exhibit 4.1 to this Current
Report on Form 8-K and incorporated herein by reference, and to the full text of
the form of Series A Warrant filed as Exhibit 4.1 to the Current Report on Form
8-K filed by the Company on
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting")
on
The proposals listed below were submitted to a vote of the Company's
stockholders at the Annual Meeting. Pursuant to the voting results set forth
below, (i) the five nominated directors were each elected to serve a one-year
term expiring at the Company's 2023 Annual Meeting of Stockholders or until
his/her successor is duly elected and qualified; (ii)
1. Election of the following persons to the Board of Directors of the Company to serve until the Company's next annual meeting of stockholders, or until their respective successors are duly elected and qualified.
Name Votes For Votes Withheld Broker Non-Votes Jason Adelman 16,075,146 197,896 0 Peter Holst 15,789,207 483,835 0 James Lusk 16,087,690 185,352 0 Matthew Blumberg 16,101,613 171,429 0 Deborah Meredith 16,099,672 173,370 0
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2. Ratification of the appointment ofEisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 . Votes For Votes Against Votes Abstain Broker Non-Votes 22,120,586 252,015 28,775 0
3. Approval of an amendment to Article FOURTH of the Company's Amended & Restated Certificate of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of common Stock by a ratio of 1-for-5, 1-for-10, or 1-for-15.
Votes For Votes Against Votes Abstain Broker Non-Votes 21,546,244 677,116 178,016 0
4. Approve, on an advisory and non-binding basis, executive compensation as described in the proxy statement.
Votes For Votes Against Votes Abstain Broker Non-Votes 15,612,509 552,440 108,093 6,128,334 Item 8.01. Other Events. Reverse Stock Split
On
The above description of the Press Release is qualified in its entirety by reference to the Press Release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of Amendment to Series A Warrants 99.1 Press Release datedJanuary 3, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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