closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of our Series A-1 Preferred Stock;

If any other matters are properly presented at the Special Meeting or any adjournment or postponement thereof, the persons named in the form of proxy will be entitled to vote on those matters in their discretion for shares of stock in respect of which they are appointed proxy. As of the date of this Proxy Statement, we are not automatically revoke a previously-submitted, properly-executed proxy. aware of any other matters to be raised at the Special Meeting.

Revocation of Proxies

A stockholder executingregistered holder of common or preferred stock who has given a proxy card pursuant to this solicitation may revoke his or herthe proxy at any time priorbefore it is exercised by giving written notice revoking the proxy; by delivering a properly executed proxy card bearing a later date to its use by:

Cost of Proxy Solicitation

We will bear the cost of this solicitation, including amounts paid to banks, brokers and other record owners to reimburse them for their expenses in forwarding solicitation materials regarding the Special Meeting to beneficial owners of our common and preferred stock. The solicitation will be by mail, with materials being forwarded to the stockholders of record and certain other beneficial owners of our common and preferred stock by our officers and other employees (at no additional compensation). Such officers and employees may also solicit proxies from stockholders by personal contact, by telephone, by facsimile or by electronic communication.

Dissenters’ Rights

Under Delaware law, our stockholders are not entitled to dissenters’ rights (i.e., statutory appraisal rights under Delaware law) with respect to any of the proposals set forth inmatters to be voted on with respect to this Proxy Statement.

policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage them from recommending low-priced stocks to their customers or purchasing such shares. We were advised that some of the policies and practices of broker-dealers may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Some of the investment banks suggested we effect a reverse stock split of our common stock to uplist our common stock to a more recognizable trading market, such as NASDAQ, and convert our outstanding preferred stock into common stock in order to simplify our capital structure. We also discussed with representatives of investment banks, including Joseph Gunnar, the merits of several alternative transactions and strategies such as a sale of our Company, strategic partnerships, raising capital through a new private placement and not taking any action at all.

On October 16, 2015, we convened a meeting of our Board of Directors and Messrs. Sassower and Goren requested that our Board of Directors form a special committee to consider a proposal to effectuate a reverse split of our common stock and induce the addition of an automatic conversion of our outstanding series of preferred stock into common stock in connection with a proposed public offering. Representatives of Phoenix reported that, based on their valuation of our Company, Phoenix was unwilling to convert its preferred stock into common stock at the conversion prices currently in effect (and the terms of our preferred stock do not currently permit us to mandatorily convert the preferred stock into common stock). Phoenix representatives did, however, indicate that Phoenix would be willing to consider converting its preferred stock at conversion prices that were lower than those currently in effect. Phoenix representatives suggested that through the proposed firm-commitment public offering of our common stock, we could raise funds to assist us in increasing our revenue by expanding our sales and marketing efforts in current markets, increasing our product offerings and growing our business and also eliminate the current overhang, special voting rights, dividend requirements and liquidation preferences of our preferred stock. We believe the capital provided by the firm-commitment public offering will allow us to better execute on our business strategy and key initiatives. A representative from Joseph Gunnar was also present at the October 16, 2015 meeting of our Board of Directors to present his firm’s qualifications and its experience and allow members of our Board of Directors to ask questions about Joseph Gunnar and the transaction proposed by Phoenix. There has been no prior business relationship between Joseph Gunnar and our Company, Phoenix or Michael Engmann, another principal stockholder of our Company.

At the October 16, 2015 Board of Directors meeting, our Board of Directors formed a special committee of independent directors, which we refer to as the Special Committee. The Special Committee is comprised of David Welch, Jeff Holtmeier and, as of November 11, 2015, Francis J. Elenio. None of Messrs. Welch, Holtmeier and Elenio is a member of our management or affiliated with Phoenix or Mr. Engmann. Mr. Holtmeier beneficially owns 29,497 shares of Series D-2 Preferred Stock, which he received through an investment by Genext LLC in April 2012 and through dividends on those shares. The Board of Directors delegated to the Special Committee the power and authority to consider the proposed transaction, and any alternatives, including not engaging in any capital raising transaction. The Special Committee also had the authority to solicit, initiate and participate in discussions with, and facilitate proposals from, potential parties to any alternative to the proposed transaction; review, evaluate and negotiate the terms of the proposed transaction and any alternatives; reject the proposed transaction and any alternatives; and determine whether the proposed transaction or any alternative is fair to, and in the best interests of, the holders of common stock in their capacity as such. The Board of Directors also committed not to effect the proposed transaction without the Special Committee’s positive recommendation.

On October 20, 2015, the Special Committee retained Davis Wright Tremaine LLP, which we refer to as DWT, as its legal counsel. In making its decision to retain DWT, the Special Committee considered numerous factors, including the firm’s experience and qualifications, its familiarity with our Company and its capital structure and the Special Committee’s conclusion that there were no conflicts or relationships that might reasonably be expected to impair DWT’s objectivity or effectiveness as counsel to the Special Committee. In making its decision, the Special Committee also took into consideration DWT’s past representation of our Company, which related primarily to the legal review of our periodic reports we filed with the SEC and representation of our Company in various financing transactions, and expected future similar representation. Since January 1, 2014, we have paid DWT approximately $85,535 in fees for this past representation. The Special Committee discussed the significance of that representation with a representative of DWT. DWT also confirmed that it had no past representation of Phoenix or any of its affiliates or Mr. Engmann.

On October 27, 2015, the Board of Directors by unanimous written consent in lieu of a meeting approved the Company’s engagement of Joseph Gunnar as the Company’s financial advisor and sole bookrunner in connection with a proposed $10 million firm-commitment public offering of our common stock, together with the conversion of all of our outstanding preferred stock into shares of our common stock and a reverse stock split, all of which we refer to as the Proposed Transaction.

On November 24, 2015, the Special Committee held a telephonic meeting at which Mr. Sassower, Mr. Goren and a representative of DWT were present. Mr. Sassower and Mr. Goren, as co-managers of Phoenix, proposed specific terms for reductions in the conversion prices of our series of preferred stock at which Phoenix and Mr. Engmann, another principal stockholder of the Company, would be willing to convert their shares of preferred stock in connection with the Proposed Transaction. The presentation included a proposal to reduce the conversion price of our Series A-1 Preferred Stock from $0.14000 per share to $0.01555 per share, reduce the conversion price of our Series B Preferred Stock from $0.04330 per share to $0.01037 per share, reduce the conversion price of our Series C Preferred Stock from $0.02250 per share to $0.00777 per share, reduce the conversion price of our Series D-1 Preferred Stock from $0.02250 per share to $0.00579 per share and reduce the conversion price of our Series D-2 Preferred Stock from $0.05000 per share to $0.00686 per share. Messrs. Sassower and Goren also suggested a proposed range for a proposed reverse stock split of our common stock with a view to uplist our common stock from the OTCQB to The NASDAQ Capital Market. During the meeting, Messrs. Sassower and Goren gave their views and perspectives with respect to our existing capital structure, our estimated valuation, challenges presented by our existing capital structure, the Proposed Transaction and alternatives to the Proposed Transaction. Mr. Sassower provided the Special Committee background information regarding the Proposed Transaction, including recent developments with respect to our operations, his meetings with numerous investment banks, money managers and institutional investors and analysts regarding our Company and possible transactions, and the trading history of our common stock. Mr. Sassower reported to the Special Committee that Phoenix and Mr. Engmann were unwilling to provide additional capital to the Company in light of its current capital structure and the future prospects of the Company in the absence of the Proposed Transaction. Mr. Goren discussed in detail our capital structure and how our capital structure would be affected by the Proposed Transaction. Mr. Goren discussed some of the material rights of the holders of our preferred stock, including conversion rights, anti-dilution protection provisions, our continuing dividend obligations and the liquidation preferences of each series of our outstanding preferred stock. Mr. Goren also discussed with the Special Committee the majority ownership of our common stock by holders of our preferred stock and the projected dilution resulting from dividends paid in stock to holders of our preferred stock. Mr. Goren also discussed with the Special Committee the continuing dilution to the holders of our outstanding common stock associated with the dividends paid in kind in additional shares of preferred stock to the holders of our Series A-1, Series B, Series C, Series D-1 and Series D-2 Preferred Stock.

On December 4, 2015, the Special Committee held a telephonic meeting, at which a representative of DWT and representatives of Joseph Gunnar were present. At the meeting, the representative of DWT reviewed with the Special Committee the scope of the power and authority that the Board of Directors had delegated to it and reviewed with the Special Committee its fiduciary duties in connection with its consideration of the Proposed Transactions and alternatives thereto. The representative of Joseph Gunnar presented to the Special Committee certain financial and capitalization information regarding the Company and its views regarding the Proposed Transaction.

On December 9, 2015, the Special Committee held a telephonic meeting, at which a representative of DWT and representatives of Joseph Gunnar were present. The primary purpose of the meeting was for Joseph Gunnar to present to the Special Committee its views regarding a range of value for the Company. Joseph Gunnar reviewed with the Special Committee historical operating results and a comparable analysis of publicly traded microcap enterprise software companies. The Special Committee discussed the analysis included in the Joseph Gunnar materials. The Special Committee noted that, if our Company were to be sold at any hypothetical valuation less than $43.6 million, assuming our expected capital structure as of February 15, 2016, the holders of our preferred stock would receive all of the proceeds from the sale and the holders of our common stock would not be entitled to any sale proceeds in such a hypothetical sale transaction.

The Special Committee then reviewed the economic terms of the Proposed Transaction and discussed any possible alternatives to the Proposed Transaction (including the possibility of not engaging in any capital raising efforts at this time). The Special Committee further noted that, given our size and historical operating results, it would be difficult to execute a strategic sale of our Company. Using the valuation for our Company in Joseph Gunnar’s presentation and the liquidation preferences of our outstanding preferred stock, and based upon that discussion, the

Special Committee observed that it would be highly unlikely that we could complete a sale of our Company for a price that would result in any consideration being paid to holders of our common stock. The Special Committee also acknowledged that, in the absence of a sale transaction, our Company will need to obtain additional capital to continue to operate our business. The Special Committee then discussed possible alternative sources of capital in light of the current capitalization of our Company, including the five series of our outstanding preferred stock, and the fact that Phoenix and Mr. Engmann were not willing to provide our Company with capital in light of its current capital structure. The Special Committee also noted that any capital raising transaction with third parties would require the approval of the holders of our outstanding preferred stock, including Phoenix and Mr. Engmann, which could make the completion of such an offering uncertain.

The Special Committee then reviewed the terms of the Proposed Transaction, and considered whether to propose higher conversion prices for the outstanding preferred stock, which would result in less dilution to the holders of our common stock. The Special Committee recognized that the holders of our preferred stock had no inherent incentive to convert their respective holdings of preferred stock into shares of common stock, and that it would be necessary to present a compelling rationale and provide adequate consideration for any such conversion in light of the economic and other rights associated with our outstanding preferred stock. In addition, the Special Committee noted that, given the valuation provided by Joseph Gunnar, the holders of each series of outstanding preferred stock would not receive the full value of their liquidation preference after giving effect to the conversion prices proposed by Phoenix. After further discussion, the Special Committee determined that the Proposed Transaction reflects favorable terms for the holders of our common stock in their capacity as such, and attempts to increase the proposed conversion prices of our outstanding preferred stock could result in the holders of our preferred stock rejecting the Proposed Transaction, which the Special Committee did not believe was in the best interests of the holders of our common stock. In addition, the Special Committee was aware that any significant delay in consummating the Proposed Transaction due to prolonged negotiations with Phoenix and Mr. Engmann, or any delays to seek out an alternative to the Proposed Transaction, could jeopardize the timing of the Proposed Transaction and cause us to lose what we believe is a favorable opportunity to access significant additional capital. In addition, any delays could also result in additional dilution of the holders of our common stock as additional accrued dividends would continue to be paid to the holders of our outstanding preferred stock. Based upon its activities and deliberations, and the information and advice that it had received and considered, the Special Committee unanimously determined that the Proposed Transaction, including the proposed range of the reverse stock split and the proposed reduction of the conversion prices of each series of our outstanding preferred stock, is fair to and in the best interests of the holders of our common stock in their capacity as such, and to recommend to the Board of Directors that the Board of Directors approve the Proposed Transaction and recommend the Proposed Transaction to our stockholders.

On December 11, 2015, our Board of Directors held a telephonic meeting at which a representative of Pillsbury Winthrop Shaw Pittman LLP, counsel to our Company who we refer to as Pillsbury, a representative of Joseph Gunnar and all the members of the Board of Directors other than Mr. Welch were present. At this meeting, a representative of Pillsbury reviewed with the members of the Board of Directors their fiduciary duties. Mr. Sassower then reviewed with the members of the Board of Directors the benefits of the Proposed Transaction to our Company and its stockholders. A member of the Special Committee provided the Board of Directors with a summary of its activities and the recommendation of the Special Committee. A representative of Joseph Gunnar provided a presentation to the Board of Directors in which he communicated Joseph Gunnar’s views regarding a valuation range of the Company, including the financial analysis used in arriving at the range, and the rationale for the Proposed Transaction. Thereafter, the Board of Directors accepted the recommendation of the Special Committee and agreed to continue to review the matter.

On December 16, 2015, the Board of Directors unanimously determined that the Proposed Transaction was advisable and in the best interests of the Company and its stockholders, including the holders of common stock in their capacity as such, and approved the Proposed Transaction. The Board of Directors also recommended that our stockholders approve the amendments to our Amended and Restated Certificate of Incorporation and Certificates of Designation discussed in this Proxy Statement to, among other things, effectuate the reverse stock split and the reduction in the conversion price of each series of our outstanding preferred stock.

Recommendations of the Special Committee

The Special Committee unanimously (1) determined that the Proposed Transaction, including the proposed range of the reverse stock split and the proposed reduction of the conversion prices of each series of our outstanding preferred stock, is fair to and in the best interests of the holders of our common stock in their capacity as such, and

(2) recommended to the Board of Directors that the Board of Directors approve the Proposed Transaction and recommend the Amendment Proposals to our stockholders. As described above, the Special Committee, in making its determination and recommendation, consulted on numerous occasions with its legal advisor and considered a variety of factors. The Special Committee believes that the following factors, taken as a whole, support its determination and recommendation:

Effects of the Proposed Transaction on our capital structure and our common stock. The Special Committee considered the effects the Proposed Transaction would likely have on our capital structure and the holders of our common stock, including:

Financial Terms of the Proposed Transaction. The Special Committee considered the financial terms of the Proposed Transaction, including:

Terms of our preferred stock and related matters. The Special Committee considered the terms of the outstanding shares of our preferred stock, including that:

Alternatives to the Proposed Transaction. The Special Committee considered possible alternatives to the Proposed Transaction and the consequences of such alternatives, including that:

View of Management. The Special Committee considered the effects that the Proposed Transaction are expected to have on our Company, and management’s view that the Proposed Transaction provides significant additional capital to the Company and simplifies its capital structure.

Financing Condition. The Special Committee considered that the conversion and the consummation of the proposed reduction of the conversion price of each series of our outstanding preferred stock is subject to, among other things, the completion of a firm-commitment public offering of our common stock. The Special Committee also considered the risks associated with our being able to complete such an offering on acceptable terms and the possibility of not doing the offering or any other capital raise.

Tax Treatment of the Transaction. The Special Committee considered that the Proposed Transaction is not expected to result in any adverse tax consequences to us.

Having considered all of the above factors, the Special Committee determined that the Proposed Transaction, including the proposed range of the reverse stock split (including the price paid to holders of our common stock in lieu of issuing fractional shares) and the proposed reduction of the conversion price of each series of our outstanding preferred stock, was fair to and in the best interests of the holders of our common stock in their capacity as such. The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive and may not include all of the information and factors considered by the Special Committee. The Special Committee, in making its determination regarding the Proposed Transaction, did not find it useful to and did not quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Special Committee views its determination and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual members of the Special Committee may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.

Recommendation of the Board of Directors

The Board of Directors determined that the proposed range of the reverse stock split and the proposed conversion and reduction of the conversion prices of each series of our outstanding preferred stock, is fair to and in the best interests of the Company and its stockholders, including holders of our common stock in their capacity as such. Accordingly, the Board of Directors determined to (1) approve the Proposed Transaction, including the Amendment Proposals, (2) submit the Amendment Proposals to the Company’s stockholders and (3) recommend that the Company’s stockholders adopt the Amendment Proposals.

In making such determinations, the Board of Directors considered the recommendations of the Special Committee, the factors set forth under “Recommendations of the Special Committee” and the following factors:

The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive and may not include all of the information and factors considered by the Board of Directors. The Board of Directors, in making its determination regarding the Proposed Transaction, including the Amendment Proposals, did not find it useful to, and did not, quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Board of Directors views its determinations as being based on an overall analysis and on the totality of the information presented to and factors considered by it (including specifically the recommendations of the Special Committee). In addition, in considering the factors described above, individual members of the Board of Directors may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.

Interests of our Officers and Directors in the Proposals

Our directors and officers and their affiliates may have interests in the Proposed Transaction that are different from the interests of the holders of our common stock in their capacity as such, and have relationships that may

present conflicts of interests. The address of each such director and officer is c/o iSign Solutions Inc., 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065-1413.

As of the Record Date, Philip S. Sassower, our Co-Chairman of the Board and Chief Executive Officer, together with his affiliated entities (including Phoenix, one of our principal stockholders, SG Phoenix LLC, Phoenix Venture Fund LLC, Phoenix Enterprises Family Fund LLC and Phoenix Banner Holdings LLC), beneficially owns 442,002,060 shares, or approximately 71.7% of the outstanding shares, of our common stock (including 347,130,438 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Sassower and his affiliated entities (including Phoenix) will beneficially own 1,406,887,559 shares of common stock or approximately 88.9% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, Andrea Goren, our Chief Financial Officer and a member of our Board of Directors, together with his affiliated entities (including Andax, LLC, Phoenix, SG Phoenix LLC, Phoenix Venture Fund LLC and Phoenix Banner Holdings LLC), beneficially owns 410,343,671 shares, or approximately 69.82% of the outstanding shares, of our common stock (including 325,462,678 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Goren and his affiliated entities (including Phoenix) will beneficially own 1,308,337,237 shares of common stock, or approximately 88.1% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, Michael Engmann, our Co-Chairman of the Board, together with his affiliated entities (including MDNH Partners, LP and KENDU Partners), beneficially owns 227,608,429 shares, or approximately 50.11% of the outstanding shares, of our common stock (including 133,729,955 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Engmann and his affiliated entities will beneficially own 651,507,587 shares of common stock, or approximately 74.2% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, Stanley Gilbert, a member of our Board of Directors, together with his affiliated entities (including Stanley Gilbert PC, Galaxy LLC and Mrs. Gilbert), beneficially owns 54,346,846 shares, or approximately 19.5% of the outstanding shares, of our common stock (including 34,496,030 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Gilbert and his affiliated entities will beneficially own 144,538,931 shares of common stock, or approximately 39.2% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, Jeffrey Holtmeier, a member of our Board of Directors and a member of the Special Committee, together with his affiliated entity, Genext, LLC, beneficially owns 2,423,540 shares, or approximately 1.0% of the outstanding shares, of our common stock (including 589,940 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Holtmeier and his affiliated entity will beneficially own 5,629,868 shares of common stock, or approximately 2.3% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, David E. Welch, a member of our Board of Directors and a member of the Special Committee, beneficially owns 1,890,272 shares of our common stock. If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Welch will beneficially own 1,890,272 shares of common stock, or approximately 0.8% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, William Keiper, our President and Chief Operating Officer, together with his affiliated entity, FirstGlobal Partners LLC, beneficially owns 26,927,933 shares, or approximately 10.3% of the outstanding shares, of our common stock (including 13,326,653 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Keiper and his affiliated entity will beneficially own 52,192,014 shares of common stock, or approximately 18.2% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, Francis Elenio, a member of our Board of Directors, beneficially owns 83,700 shares of our common stock. If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Elenio will beneficially own 83,700 shares of common stock, or approximately 0.04% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

PROPOSAL 1

APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF OUR COMMON STOCK

General

The Board of Directors has adopted, and is recommending that our stockholders approve, an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse split of all of our outstanding shares of common stock at an exchange ratio of not less than 1-for-750 and not more than 1-for-1,250, which we sometimes refer to as the Reverse Stock Split or reverse stock split. The form of this amendment to our Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Appendix A.

If this proposal is approved, the Board of Directors or a committee thereof will have the authority, but not the obligation, in its sole discretion and without any further action on the part of the stockholders, to effect the reverse stock split within this range at any time it believes to be most advantageous to our Company and stockholders. This proposal would give the Board of Directors or a committee thereof the authority to implement one, but not more than one, reverse stock split. The exact ratio of the reverse stock split, if effected, would be set at a whole number within the range as determined by the Board of Directors or a committee thereof in its sole discretion. The reverse stock split amendment would not change the number of authorized shares of our common stock or preferred stock and the par value of our common stock would remain at $0.01 per share. As of the date of this proxy statement, we do not have any current plans, arrangements or understandings related the issuance of any additional shares of common stock or preferred stock that will become newly available as a result of the Reverse Stock Split.

We believe that enabling our Board of Directors to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining a ratio, if any, following the receipt of stockholder approval, our Board of Directors may consider, among other things, factors such as:

Depending on the ratio for the Reverse Stock Split determined by our Board of Directors or a committee thereof, no less than 750 and no more than 1,250 shares of existing common stock, as determined by our Board of Directors or a committee thereof, will be combined into one share of common stock. The amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split, if any, will effect only the reverse split ratio within such range determined by our Board of Directors or a committee thereof to be in the best interests of our stockholders.

The reverse stock split would be effected by the filing of an amendment to our Amended and Restated Certificate of Incorporation in the form attached hereto as Appendix A with the Office of the Secretary of State of the State of Delaware. The Board of Directors will retain the authority not to effect the reverse stock split even if we receive stockholder approval. If the amendment is not filed with the Secretary of State of the State of Delaware within one year following the Special Meeting or any adjournment or postponement thereof, the reverse stock split will be abandoned, without any further effect. Thus, subject to stockholder approval, the Board of Directors, at its discretion, may cause the filing of the amendment to effect a reverse stock split or abandon it and effect no reverse stock split if it determines that such action is not in the best interests of our Company and stockholders.

Purpose of the Reverse Stock Split

The Board of Directors is submitting the proposed reverse stock split to our stockholders for approval in connection with the contemplated firm-commitment underwritten public offering of our common stock and the plan to uplist our common stock from the OTCQB to The NASDAQ Capital Market. The Board believes the

consummation of the reverse stock split and the uplist of our common stock will make our common stock more attractive to a broader range of institutional and other investors. Accordingly, for these and other reasons described in this Proxy Statement, we believe that effecting the reverse stock split is in the Company’s and our stockholders’ best interests.

We believe that the Reverse Stock Split will enhance our ability to obtain an initial listing on The NASDAQ Capital Market. The NASDAQ Capital Market requires, among other items, an initial bid price of least $4.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share. A decrease in the number of outstanding shares of our common stock resulting from a reverse stock split should, absent other factors, increase the per share market price of our common stock, although we cannot provide any assurance that our minimum bid price would remain over the minimum bid price requirement of The NASDAQ Capital Market following the Reverse Stock Split.

Additionally, we believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been designatedadvised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. As previously discussed, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our common stock.

Reducing the number of outstanding shares of our common stock through the reverse stock split is intended, absent other factors, to increase the per share market price of our common stock in order to attract new investors and meet one of the initial listing requirements of The NASDAQ Capital Market. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, we cannot assure you that the reverse stock split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the reverse stock split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the reverse stock split. Accordingly, the total market capitalization of our common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split.

Procedure for Implementing the Reverse Stock Split

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing (the “Effective Time”) of a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware. The amendment will implement the exchange ratio (of not less than 1-for-750 and not more than 1-for-1,250) as determined by the Board of Directors or a committee thereof prior to the Effective Time. The exact timing of the filing of the certificate of amendment that will effect the Reverse Stock Split will be determined by our Board of Directors or a committee thereof based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders. In addition, our Board of Directors reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to our Amended and Restated Certificate of Incorporation, our Board of Directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse Stock Split. If a certificate of amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware by the close of business on the first anniversary of the Special Meeting or any adjournment or postponement thereof, our Board of Directors will abandon the Reverse Stock Split.

Effect of the Reverse Stock Split on Holders of Outstanding Common Stock

Depending on the ratio for the Reverse Stock Split determined by our Board of Directors, a minimum of 750 and a maximum of 1,250 shares of existing common stock will be combined into one new share of common stock. The table below shows, as of December 28, 2015, the number of outstanding shares of common stock that would result from the listed hypothetical reverse stock split ratios (without giving effect to the treatment of fractional shares):

As of December 28, 2015

Beneficial Holders of Common Stock (i.e., stockholders who hold in street name)

Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than we have instituted for registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)

Some of our registered holders of common stock may hold their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership in our common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

If your shares of common stock are held in book-entry form, you will receive a transmittal letter from our transfer agent, who is also acting as our exchange agent in connection with our Reverse Stock Split, as soon as practicable after the Effective Time. The letter of transmittal will contain instructions on how to receive your post-reverse stock split shares of common stock electronically in book-entry form under the Direct Registration System (DRS). Shareholders will need to return to our transfer agent a properly executed and completed letter of transmittal in order to receive their new book-entry statement representing post-reverse split shares of common stock and any cash payment due to them in lieu of fractional shares. The post-reverse split shares of common stock will contain the same restrictive legends as the pre-reverse split shares.

Holders of Certificated Shares of Common Stock

Some of the registered holders of our common stock hold their shares in certificate form. If your shares of common stock are held in certificate form, you will receive a transmittal letter from our transfer agent, who is also acting as our exchange agent in connection with the Reverse Stock Split, as soon as practicable after the Effective Time. The letter of transmittal will contain instructions on how to surrender your certificate or certificates representing your pre-reverse stock split shares to our transfer agent. Upon our transfer agent’s receipt of your pre-reverse stock split certificate or certificates, together with a properly completed and executed letter of transmittal, you will receive your post-reverse split shares of common stock electronically in book-entry form under the DRS and any cash payment due to you in lieu of fractional shares. The post-reverse split shares of common stock will contain the same restrictive legends as the pre-reverse split shares. At any time after receipt of your DRS statement, you may request a stock certificate representing your shares of common stock if you do not want to hold your shares in book-entry form.

Regardless of how shareholders hold our common stock (i.e., in book-entry or certificated form), shareholders will not have to pay any service charges to us or our transfer agent in connection with the reverse stock split.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Fractional Shares

We do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, holders will be entitled to receive a cash payment equal to the fractional share amount multiplied by the product of the closing sale price of a share of our common stock as reported on the OTCQB on the day of the Effective Time.

Effect of the Reverse Stock Split on Our Preferred Stock

Under the existing terms of our preferred stock, based on the reverse stock split ratio determined by our Board of Directors, the conversion price in effect with respect to each series of our preferred stock will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of shares of each series of preferred stock will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reverse Stock Split.

Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Warrants

Based upon the reverse stock split ratio determined by our Board of Directors or a committee thereof, proportionate adjustments will be required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options and warrants, or other convertible or exchangeable securities entitling the holders to purchase shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options or warrants, upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be adjusted proportionately based upon the reverse stock split ratio determined by our Board of Directors or a committee thereof, subject to our treatment of fractional shares.

Accounting Matters

The proposed amendment to the Company’s Amended and Restated Certificate of Incorporation will not affect the par value of our common stock per share, which will remain $0.01 par value per share. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

Material United States Federal Income Tax Consequences of the Reverse Stock Split

For a discussion of the tax consequences of the Reverse Stock Split, please see the heading below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

Board Discretion to Implement the Reverse Stock Split

If the proposed reverse stock split is approved at the Special Meeting or any adjournment or postponement thereof, the Board of Directors, in its sole discretion, may determine to implement the reverse stock split. Notwithstanding the approval of the reverse stock split amendment at the Special Meeting or any adjournment or postponement thereof, the Board of Directors, in its sole discretion, may determine not to implement the reverse stock split.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC, Operations Center, 6201 15th Avenue, Brooklyn, New York 11219, telephone number (800) 937-5449.

Consequences if Proposal 1 Is Not Approved

Approval of the amendment to our Amended and Restated Certificate of Incorporation to effect the proposed reverse split of our common stock by the requisite vote is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock, increase the trading price of our common stock and seek to uplist our common stock to The NASDAQ Capital Market. In order to move forward with our business strategy, key initiatives and plans to grow our business, we must raise additional funds and increase the price-per-share of our common stock. If Proposal 1 is not approved, in all likelihood we would be unable to complete the contemplated public offering and we may be unable to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. Without such additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

Vote Required for Proposal 1

The affirmative vote of each of the following holders is required to approve Proposal 1: (i) holders representing a majority of the voting power of our common stock and preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, will be elected byvoting as a separate class; (iii) holders representing a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock, voting together as one class on an as-converted basis, and (ii) the four nominees for Common Stock Director (as identified in Proposal 1 below) receiving the greatest numbera separate class; (iv) holders representing a majority of votes (a plurality) from the outstanding shares of Common Stock and Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, andvoting as a separate class; (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of our outstanding common stock, voting as a separate class.

Recommendation

The Board of Directors recommends a vote “FOR” the proposal to amend our Amended and Restated Certificate of Incorporation to effect a reverse split of the issued and outstanding shares of our common stock at the discretion of the Board of Directors at a ratio of not less than 1-for-750 and not more than 1-for-1,250.

PROPOSAL 2

APPROVAL OF AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES A-1 PREFERRED STOCK INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR SERIES A-1 PREFERRED STOCK (PROPOSAL 2)

Our Board of Directors recommends the approval of Proposal 2, which relates to an amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock that will automatically convert each share of our Series A-1 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and reduce the conversion price of our Series A-1 Preferred Stock. Such amendment will also delete a provision in our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock that provided that fractional shares resulting from an adjustment of the conversion price of our Series A-1 Preferred Stock shall be rounded up to the nearest whole number of shares. The form of the amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock relating to this Proposal 2 is attached to this Proxy Statement as Appendix B. The conversion price and number of shares issuable upon conversion of our Series A-1 Preferred Stock discussed in this Proposal 2 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series A-1 Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series A-1 Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

Purpose and Effect of Approving the Amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock under Proposal 2

The primary purpose of amending our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock to reduce the conversion price of our Series A-1 Preferred Stock is to induce the addition of an automatic conversion of our outstanding Series A-1 Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series A-1 Preferred Stock. Our Series A-1 Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series A-1 Preferred Stock are entitled to receive a dividend of 8.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series A-1 Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 82,000 and 78,000 shares of Series A-1 Preferred Stock, respectively, in dividends to the holders of our outstanding Series A-1 Preferred Stock. In addition, our Series A-1 Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series A-1 Preferred Stock was approximately $928,657. Assuming Proposal 2 is approved, we file an amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2 and we complete our contemplated public offering, our Series A-1 Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series A-1 Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series A-1 Preferred Stock to induce the addition of an automatic conversion of that stock into common stock. We are amending our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock to delete the clause related to rounding up fractional shares resulting from an adjustment of the conversion price of our Series A-1 Preferred Stock because we intend to pay cash

for any fractional shares of Common Stock issued upon the conversion of the Series A-1 Preferred Stock, which is already provided for elsewhere in our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock.

As of the date of this Proxy Statement, the conversion price of our Series A-1 Preferred Stock is $0.14000 per share. If Proposal 2 is approved, and without giving effect to the proposed reverse stock split, the conversion price of our Series A-1 Preferred Stock will be reduced from $0.14000 per share to $0.01555 per share. While the stated dollar amount of the conversion price under this Proposal 2 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series A-1 Preferred Stock as a result of Proposal 2, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 3, 4, 5 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series A-1 Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series A-1 Preferred Stock as a result of Proposal 2, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 3, 4, 5 and 6.

The following table sets forth as of February 15, 2016: (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series A-1 Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series A-1 Preferred Stock, on a fully-diluted basis; and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series A-1 Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series A-1 Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1 or, in the case of our preferred stock, accrued and unpaid dividends after December 31, 2015.

Common Stock Estimated to be Outstanding as of February 15, 2016

conversion as set forth in Proposal 2. If Proposal 2 is not approved, we will in all likelihood abandon our proposed public offering and we may not be able to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. In the event we are unable to obtain additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

Material United States Federal Income Tax Consequences of Proposal 2

For a discussion of the tax consequences of Proposal 2, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

Board Discretion

If Proposal 2 is approved, and Proposals 3 and 4 are approved, we intend to file a certificate of amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. If Proposal 2 is not approved by the requisite vote of our stockholders, we will abandon our proposed public offering and attempt to seek other means to raise capital. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock if, at any time prior to filing the amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 2

The affirmative vote of each of the following holders is required to approve Proposal 2: (i) holders representing a majority of the voting power of our preferred stock, voting together as one class on an as-converted basis, will be elected. Abstentions and broker non-votes will not affect whether director nominees have received the requisite numbera single class; (ii) holders representing a majority of affirmative votes.

PROPOSAL 3

APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK TO (I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES B PREFERRED STOCK INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR SERIES B PREFERRED STOCK (PROPOSAL 3)

Our Board of Directors recommends the approval of Proposal 3, which relates to an amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock that will automatically convert each share of our Series B Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and reduce the conversion price of our Series B Preferred Stock. The form of the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock relating to this Proposal 3 is attached to this Proxy Statement as Appendix C. The conversion price and number of shares issuable upon conversion of our Series B Preferred Stock discussed in this Proposal 3 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series B Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series B Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

Purpose and Effect of Approving the Amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock under Proposal 3

The primary purpose of amending our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock to reduce the conversion price of our Series B Preferred Stock is to induce the addition of an automatic conversion of our outstanding Series B Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series B Preferred Stock. Our Series B Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series B Preferred Stock are entitled to receive a dividend of 10.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series B Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 1,149,000 and 1,044,000 shares of Series B Preferred Stock, respectively, in dividends to the holders of our outstanding Series B Preferred Stock. In addition, our Series B Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series B Preferred Stock was approximately $19,786,422. Assuming Proposal 3 is approved, we file an amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3 and we complete our contemplated public offering, our Series B Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series B Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series B Preferred Stock to induce the addition of an automatic conversion of that stock into common stock.

As of the date of this Proxy Statement, the conversion price of our Series B Preferred Stock is $0.04330 per share. If Proposal 3 is approved, and without giving effect to the proposed reverse stock split, the conversion price

of our Series B Preferred Stock will be electedreduced from $0.04330 per share to $0.01037 per share. While the stated dollar amount of the conversion price under this Proposal 3 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series B Preferred Stock as a result of Proposal 3, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 4, 5 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series B Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series B Preferred Stock as a result of Proposal 3, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 4, 5 and 6.

The following table sets forth as of February 15, 2016: (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series B Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series B Preferred Stock, on a fully-diluted basis; and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series B Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series B Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1 or, in the case of our preferred stock, accrued and unpaid dividends after December 31, 2015.

Common Stock Estimated to be Outstanding as of February 15, 2016

The amendment with respect to this Proposal 3 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series B Preferred Stock will no longer be effective.

The form of the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock with respect to Proposal 3 is attached to this Proxy Statement as Appendix C.

Consequences If Proposal 3 Is Not Approved

The conversion of all of our outstanding shares of preferred stock, including our Series B Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock. Because we do not have the ability to automatically convert our Series B Preferred Stock into common stock, we have provided an inducement to the holders of the Series B Preferred Stock to add an automatic conversion as set forth in Proposal 3. If Proposal 3 is not approved, we will in all likelihood abandon our proposed public offering and we may not be able to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. In the event we are unable to obtain additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

Material United States Federal Income Tax Consequences of Proposal 3

For a discussion of the tax consequences of Proposal 3, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

Board Discretion

If Proposal 3 is approved, and Proposals 2 and 4 are approved, we intend to file a certificate of amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. If Proposal 3 is not approved by the requisite vote of our stockholders, we will abandon our proposed public offering and attempt to seek other means to raise capital. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock if, at any time prior to filing the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 3

The affirmative vote of each of the following holders is required to approve Proposal 3: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, andvoting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting together as one class on an as-converted basis, and (ii) four Common Stock Directors (as identified below), who will be elected bya separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

Recommendation

Our Board of Directors recommends a vote “FOR” Proposal 3.

PROPOSAL 4

APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES C PARTICIPATING CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES C PREFERRED STOCK INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR SERIES C PREFERRED STOCK (PROPOSAL 4)

Our Board of Directors recommends the approval of Proposal 4, which relates to an amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock that will automatically convert each share of our Series C Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company, reduce the conversion price of our Series C Preferred Stock and remove a restriction on reducing the conversion price of our Series C Preferred Stock below the par value of our shares of our common stock. The form of the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock relating to this Proposal 4 is attached to this Proxy Statement as Appendix D. The conversion price and number of shares issuable upon conversion of our Series C Preferred Stock discussed in this Proposal 4 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series C Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series C Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

Purpose and Effect of Approving the Amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock under Proposal 4

The primary purpose of amending our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock to reduce the conversion price of our Series C Preferred Stock and remove a restriction on reducing the conversion price of our Series C Preferred Stock below the par value of our shares of our common stock is to induce the addition of an automatic conversion of our outstanding Series C Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series C Preferred Stock. Our Series C Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series C Preferred Stock are entitled to receive a dividend of 10.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series C Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 468,000 and 433,000 shares of Series C Preferred Stock, respectively, in dividends to the holders of our outstanding Series C Preferred Stock. In addition, our Series C Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series C Preferred Stock was approximately $8,034,387. Assuming Proposal 4 is approved, we file an amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4 and we complete our contemplated public offering, our Series C Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series C Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series C Preferred Stock to induce the addition of an automatic conversion of that stock into common stock.

As of the date of this Proxy Statement, the conversion price of our Series C Preferred Stock is $0.02250 per share. If Proposal 4 is approved, and without giving effect to the proposed reverse stock split, the conversion price

of our Series C Preferred Stock will be reduced from $0.02250 per share to $0.00777 per share. While the stated dollar amount of the conversion price under this Proposal 4 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series C Preferred Stock as a result of Proposal 4, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 3, 5 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series C Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series C Preferred Stock as a result of Proposal 4, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 3, 5 and 6.

The following table sets forth as of February 15, 2016: (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series C Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series C Preferred Stock, on a fully-diluted basis; and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series C Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series C Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1 or, in the case of our preferred stock, accrued and unpaid dividends after December 31, 2015.

Common Stock andEstimated to be Outstanding as of February 15, 2016

The amendment with respect to this Proposal 4 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series A-1C Preferred Stock will no longer be effective.

The form of the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock with respect to Proposal 4 is attached to this Proxy Statement as Appendix D.

Consequences If Proposal 4 Is Not Approved

The conversion of all of our outstanding shares of preferred stock, including our Series C Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock. Because we do not have the ability to automatically convert our Series C Preferred Stock into common stock, we have provided an inducement to the holders of the Series C Preferred Stock to add an automatic conversion as set forth in Proposal 4. If Proposal 4 is not approved, we will in all likelihood abandon our proposed public offering and we may not be able to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. In the event we are unable to obtain additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

Material United States Federal Income Tax Consequences of Proposal 4

For a discussion of the tax consequences of Proposal 4, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

Board Discretion

If Proposal 4 is approved, and Proposals 2 and 3 are approved, we intend to file a certificate of amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. If Proposal 4 is not approved by the requisite vote of our stockholders, we will abandon our proposed public offering and attempt to seek other means to raise capital. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock if, at any time prior to filing the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 4

The affirmative vote of each of the following holders is required to approve Proposal 4: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

Recommendation

Our Board of Directors recommends a vote “FOR” Proposal 4.

PROPOSAL 5

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF DESIGNATION OF THE SERIES D CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES D-1 PREFERRED STOCK INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR SERIES D-1 PREFERRED STOCK (PROPOSAL 5)

Our Board of Directors recommends the approval of Proposal 5, which relates to an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock that will automatically convert each share of our Series D-1 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company, reduce the conversion price of our Series D-1 Preferred Stock and remove a restriction on reducing the conversion price of our Series D-1 Preferred Stock below the par value of our shares of our common stock. The form of the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock relating to this Proposal 5 is attached to this Proxy Statement as Appendix E. The conversion price and number of shares issuable upon conversion of our Series D-1 Preferred Stock discussed in this Proposal 5 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series D-1 Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series D-1 Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

Purpose and Effect of Approving the Amendment to our Certificate of Designation of the Series D Convertible Preferred Stock under Proposal 5

The primary purpose of amending our Certificate of Designation of the Series D Convertible Preferred Stock to reduce the conversion price of our Series D-1 Preferred Stock and remove a restriction on reducing the conversion price of our Series D-1 Preferred Stock below the par value of our shares of our common stock is to induce the addition of an automatic conversion of our outstanding Series D-1 Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series D-1 Preferred Stock. Our Series D-1 Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series D-1 Preferred Stock are entitled to receive a dividend of 10.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series D-1 Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 472,000 and 131,000 shares of Series D-1 Preferred Stock, respectively, in dividends to the holders of our outstanding Series D-1 Preferred Stock. In addition, our Series D-1 Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series D-1 Preferred Stock was approximately $7,877,863. Assuming Proposal 5 is approved, we file an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 5 and we complete our contemplated public offering, our Series D-1 Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series D-1 Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series D-1 Preferred Stock to induce the addition of an automatic conversion of that stock into common stock.

As of the date of this Proxy Statement, the conversion price of our Series D-1 Preferred Stock is $0.02250 per share. If Proposal 5 is approved, and without giving effect to the proposed reverse stock split, the conversion price

of our Series D-1 Preferred Stock will be reduced from $0.02250 per share to $0.00579 per share. While the stated dollar amount of the conversion price under this Proposal 5 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series D-1 Preferred Stock as a result of Proposal 5, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 3, 4 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series D-1 Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series D-1 Preferred Stock as a result of Proposal 5, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 3, 4 and 6.

The following table sets forth as of February 15, 2016: (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-1 Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series D-1 Preferred Stock, on a fully-diluted basis; and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-1 Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series D-1 Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1 or, in the case of our preferred stock, accrued and unpaid dividends after December 31, 2015.

Common Stock Estimated to be Outstanding as of February 15, 2016

Anticipated Series B Preferred Stock Conversion and the Effects of Such Conversion

We have been advised by Phoenix and Mr. Sassower, in their capacity as holders representing more than a majority of our Series B Preferred Stock, that if Proposals 2, 3 and 4 are approved but Proposal 5 and/or Proposal 6 are not approved, and the Company nonetheless intends to consummate a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, such holders intend to execute and deliver to the Company immediately prior to such offering a written consent that would convert all shares of our Series B Preferred Stock into common stock and, as a result, automatically convert each of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock voting together as one class on an as-converted basis.into common stock (the “Series B Conversion Consent”) at the conversion prices currently in effect. Accordingly, if (i) Proposals 2, 3 and 4 are approved and Proposals 5 and 6 are not approved, (ii) Phoenix has designated Philip S.and Mr. Sassower deliver the Series B Conversion Consent, (iii) the amendments to our Certificates of Designation with respect to Proposals 2, 3 and Andrea Goren as Preferred Stock Director nominees, and holders of a majority4 are filed with the office of the sharesSecretary of Series B Preferred Stock have designated Michael Engmann as the other Preferred Stock Director nominee.  Jeffrey Holtmeier, David Welch, Stanley Gilbert and Francis Elenio were selected as the Common Stock Director nominees by the independent directorsState of the Board,State of Delaware, and their selection as Common Stock Director nominees was subsequently ratified by the full Board. Each director elected at this Annual Meeting will serve for one year or until his successor is duly elected and qualified or his earlier resignation, removal or disqualification.

amendments to our Certificates of Designation with respect to Proposals 2, 3, 4, 5 and 6 are filed with the Office of the two Common Stock Director nomineesSecretary of State of the State of Delaware and (iii) the Company consummates a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the BoardCompany by December 31, 2016, all of Directors. In the event that anyour shares of Series D-1 Preferred Stock Director or Commonand Series D-2 Preferred Stock Director nominee of the Company is unable or declines to serve as a directorwill automatically convert into common stock at the timereduced conversion prices of the Annual Meeting, the shares will be voted for the election of any nominee designated$0.00579 per share and $0.00686 per share, respectively, as set forth in accordance with the above parameters. The Company is not aware of any nominee who will be unable or will decline to serve as a director. THE BOARD OF DIRECTORS CONSIDERED THE PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF EACH OF THE DIRECTOR NOMINEES.

Series B Preferred Stock convert into common stock through delivery of such a consent, then our Series D-1 Preferred Stock will automatically convert into common stock at the conversion price currently in effect even if Proposal 5 is not approved. If Proposal 5 is not approved, the Series B Conversion Consent is delivered, we file the amendments to our Certificates of Designation with respect to Proposals 2, 3 and 4 and our Series B Preferred Stock converts into common stock immediately prior to our proposed public offering, then our Series D-1 Preferred Stock will automatically convert at a conversion price of $0.02250 per share, as opposed to the $0.00579 per share conversion price proposed by the Company in this Proposal 5 (and such holders will thus receive fewer shares of common stock in connection with such conversion).

Material United States Federal Income Tax Consequences of Proposal 5

For a discussion of the tax consequences of Proposal 5, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

Board Discretion

If Proposal 5 is approved, and Proposals 2, 3 and 4 are approved, we intend to file a certificate of amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 5 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock if, at any time prior to filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 5

The business experienceaffirmative vote of each of the directors for at least the past five years includes the following:

PROPOSAL 6

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF DESIGNATION OF THE SERIES D CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES D-2 PREFERRED STOCK INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR SERIES D-2 PREFERRED STOCK (PROPOSAL 6)

Our Board of Directors include his significant accounting and financial expertise.

of our Series D-2 Preferred Stock will be reduced from $0.05000 per share to $0.00686 per share. While the stated dollar amount of the conversion price under this Proposal 6 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The Board annually evaluatesreduction of the Board's composition.  This evaluation enablesconversion price of our Series D-2 Preferred Stock as a result of Proposal 6, and the Boardreduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 3, 4 and 5, will significantly increase the number of shares of our common stock that are issued to updateholders of our Series D-2 Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the skillsreduction of the conversion prices of our Series D-2 Preferred Stock as a result of Proposal 6, and experience they seekwill be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 3, 4 and 5.

The following table sets forth as of February 15, 2016: (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-2 Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series D-2 Preferred Stock, on a fully-diluted basis; and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-2 Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series D-2 Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the Boardtable below does not give effect to the reverse stock split of our common stock discussed in Proposal 1 or, in the case of our preferred stock, accrued and unpaid dividends after December 31, 2015.

Common Stock Estimated to be Outstanding as of February 15, 2016

Anticipated Series B Preferred Stock Conversion and the Effects of Such Conversion

We have been advised by Phoenix and Mr. Sassower, in their capacity as holders representing more than a majority of our Series B Preferred Stock, that if Proposals 2, 3 and 4 are approved but Proposal 5 and/or Proposal 6 are not approved, and the Company nonetheless intends to consummate a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such holders intend to execute and deliver to the Company immediately prior to such offering a written consent that would convert all shares of our Series B Preferred Stock into common stock and, as a wholeresult, automatically convert each of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock into common stock (the “Series B Conversion Consent”) at the conversion prices currently in individual directors,effect. Accordingly, if (i) Proposals 2, 3 and 4 are approved and Proposals 5 and 6 are not approved, (ii) Phoenix and Mr. Sassower deliver the Series B Conversion Consent, (iii) the amendments to our Certificates of Designation with respect to Proposals 2, 3 and 4 are filed with the office of the Secretary of State of the State of Delaware, and (iv) we consummate such proposed public offering, then all of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock will not be converted at the reduced conversion prices of $0.00579 per share and $0.00686 per share, respectively, as set forth in Proposals 5 and 6, but instead will automatically be converted at the Company's needs evolvehigher conversion prices of $0.02250 per share and change over time.$0.05000 per share, respectively. However, if (i) Proposals 2, 3, 4, 5 and 6 are

approved, (ii) the amendments to our Certificates of Designation with respect to Proposals 2, 3, 4, 5 and 6 are filed with the Office of the Secretary of State of the State of Delaware and (iii) the Company consummates a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, all of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock will automatically convert into common stock at the reduced conversion prices of $0.00579 per share and $0.00686 per share, respectively, as set forth in Proposals 5 and 6.

The following table sets forth as of February 15, 2016: (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock and percentage ownership on a fully-diluted basis; and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock and percentage ownership of each such class or series of our outstanding securities assuming Proposals 2, 3 and 4 are approved but Proposals 5 and 6 are not approved and our Series D-1 Preferred Stock and Series D-2 Preferred Stock are converted into common stock as of February 15, 2016 at the conversion prices currently in effect as provided in our Certificate of Designation of the Series D Convertible Preferred Stock. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1 or, in the case of our preferred stock, accrued and unpaid dividends after December 31, 2015.

Common Stock Director candidatesEstimated to be Outstanding as of February 15, 2016

The amendment with respect to this Proposal 6 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by stockholdersDecember 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series D-2 Preferred Stock will no longer be effective.

The form of the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with respect to Proposal 6 is attached to this Proxy Statement as Appendix F.

Consequences If Proposal 6 Is Not Approved

The conversion of all of our outstanding shares of preferred stock, including our Series D-2 Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock.

As described above, Phoenix and Mr. Sassower, who together represent more than a majority of our Series B Preferred Stock, intend to deliver the Series B Conversion Consent and trigger a mandatory conversion of all shares of our Series B Preferred Stock if Proposals 2, 3 and 4 are adopted but Proposal 6 is not adopted and the Company may be submitted if such nominations are made with timely noticenonetheless intends to consummate a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in writinggross proceeds to the Secretary.  Company by December 31, 2016. Under the terms of our Certificate of Designation of the Series D Convertible Preferred Stock, if all of our shares of

Series B Preferred Stock convert into common stock through delivery of such a consent, then our Series D-2 Preferred Stock will automatically convert into common stock at the conversion price currently in effect even if Proposal 6 is not approved. If Proposal 6 is not approved, the Series B Conversion Consent is delivered, we file the amendments to our Certificates of Designation with respect to Proposals 2, 3 and 4 and our Series B Preferred Stock converts into common stock immediately prior to our proposed public offering, then our Series D-2 Preferred Stock will automatically convert at a conversion price of $0.05000 per share, as opposed to the $0.00686 per share conversion price proposed by the Company in this Proposal 6 (and such holders will thus receive fewer shares of common stock in connection with such conversion).

Material United States Federal Income Tax Consequences of Proposal 6

For more information on this process,a discussion of the tax consequences of Proposal 6, please see the information provided undersection below entitled “Material U.S. Federal Income Tax Consequences of the heading "StockholderReverse Stock Split and Proposals 2, 3, 4, 5 and Stockholder Nominations6.”

Board Discretion

If Proposal 6 is approved, and Proposals 2, 3 and 4 are approved, we intend to file a certificate of Directors" below. amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 6 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock if, at any time prior to filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 6

The current Commonaffirmative vote of each of the following holders is required to approve Proposal 6: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, Director nominees were selected byvoting as a separate class; (iii) holders representing a majority of the independent membersoutstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

Recommendation

Our Board of Directors recommends a vote “FOR” Proposal 6.

PROPOSAL 7

APPROVAL OF A SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WHICH WILL INTEGRATE THE THEN-IN-EFFECT PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, AND WILL FURTHER AMEND THOSE PROVISIONS BY, AMONG OTHER THINGS, DECREASING OUR AUTHORIZED COMMON STOCK AND PREFERRED STOCK (PROPOSAL 7)

The Board of Directors determined that it is advisable to decrease the number of authorized shares of common stock from 2,000,000,000 to 20,000,000 and the number of authorized shares of preferred stock from 45,000,000 to 5,000,000 assuming we complete our Reverse Stock Split and contemplated public offering. Accordingly, Proposal 7 recommends the approval of a Second Amended and Restated Certificate of Incorporation, which will effectuate this decrease in the number of shares we are authorized to issue and integrate into such Second Amended and Restated Certificate of Incorporation all the then-in-effect provisions of our existing amended and restated certificate of incorporation, as amended. The Second Amended and Restated Certificate of Incorporation will also add the zip code of the address of our registered agent, which currently is not included in our Amended and Restated Certificate of Incorporation. This Second Amended and Restated Certificate of Incorporation will exclude all references to the five series of preferred stock currently included, and will not be filed until such time as all of the outstanding shares of our preferred stock have been converted into common stock, such that no shares of preferred stock remain outstanding. In light of the significant reduction in the number of outstanding shares of common stock that would result from the reverse stock split, the Board of Directors which Common Stock Director nominees were then ratified bydetermined that having 20,000,000 shares of common stock authorized for issuance would, giving effect to the entire Boardreverse stock split, provide the Company with a capital structure that may increase the likelihood of Directors.  The independent directorsattracting investors and strategic partners to the Company. Further, since the number of outstanding shares of our common stock will evaluate any Common Stock Director candidate submitted bybe significantly reduced (by a stockholderfactor in the same manner in which they would evaluate a candidate selected by the independent directors, employing the criteria for Board service identified aboverange of 1-for-750 to 1-for-1,250), significantly less authorized shares of common stock will likely be needed, even if we were to desire to use shares in connection with their evaluationsany strategic ventures or make acquisitions or raise equity capital. Finally, reducing the authorized shares of all such candidates.

stock have first converted into common stock and there is no longer any preferred stock outstanding and we have effected our reverse stock split. In addition, we will not file the Second Amended and Restated Certificate of Incorporation if Proposal 7 is not approved by the requisite vote of our stockholders. Our Board of Directors reserves the right, notwithstanding stockholder approval of Proposal 7 and without further action by our stockholders, to elect not to proceed with filing the Second Amended and Restated Certificate of Incorporation if, at any time prior to filing the Second Amended and Restated Certificate of Incorporation, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of the stockholders.

Consequences if Proposal 7 is Not Approved

The consummation of the contemplated public offering is not contingent upon the approval of Proposal 7. If Proposal 7 is not approved, we will continue to have 2,000,000,000 shares of authorized common stock, and 45,000,000 shares of authorized preferred stock.

Vote Required for Proposal 7

The affirmative vote of each of the following holders is required to approve Proposal 7: (i) holders representing a majority of the voting power of our common stock and preferred stock, voting together as a single class; (ii) holders representing a majority of the voting power of our common stock, voting as a separate class; (iii) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (iv) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (v) holders representing a majority of the shares of outstanding Series C Preferred Stock, voting as a separate class; (vi) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

Recommendation

Our Board of Directors recommends a vote “FOR” Proposal 7.

PROPOSAL 8

ADJOURNMENT OF THE SPECIAL MEETING (PROPOSAL 8)

In the event that there are insufficient votes, in person or represented by proxy, at the time of the Special Meeting to approve the Amendment Proposals, the Board of Directors may move to adjourn the Special Meeting from time to time, if necessary or advisable (as determined in good faith by the Board of Directors), in order to enable the Board of Directors to solicit additional proxies in favor of the approval of the Amendment Proposals. In that event, the Board of Directors will ask its stockholders to vote only upon the adjournment proposal and not on the other proposals discussed in this Proxy Statement.

Vote Required for Proposal 8

Assuming a quorum is present, the affirmative vote of each of the following holders is required to approve Proposal 8: (i) a majority of the shares present in person or by proxy at the meeting and (ii) a majority of the voting power present in person or by proxy at the meeting. Assuming a quorum is not present, the affirmative vote of a majority of the members ofvoting power present in person or by proxy at the Board. As indicated above, all directors other than Messrs. Sassower, Goren and Engmann are independent. Each independent director may call meetings of the independent directors, and may request agenda topicsmeeting is required to be added or considered with in more detail at meetings of the full Board or an appropriate Board committee. Accordingly, the oversight of critical matters, such as the integrity of the Company's financial statements, employee compensation, including compensation of the executive officers, the selection of directors and the evaluation of the Board and key committees is entrusted to independent directors.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND
PROPOSALS 2, 3, 4, 5 AND 6

The following discussion summarizes the material U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6 to holders of our capital stock. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended or “the Code,” the U.S. Treasury Regulations promulgated under the Code and judicial and administrative rulings, all as in Risk Oversighteffect as of the date of this Proxy Statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

This discussion assumes that holders of our capital stock hold their shares as capital assets within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of our capital stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of our capital stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, insurance companies, dealers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired our capital stock through the exercise of options or otherwise as compensation, holders who hold our capital stock as part of a hedge, straddle, constructive sale or conversion transaction, or U.S. holders whose functional currency is not the U.S. dollar. This discussion does not address any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder of our capital stock.

The U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6 for a partner in a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) will generally depend on the status of the partner and the activities of the partnership. Partners in partnerships should consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6 to holders of our capital stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6. The U.S. federal income tax laws are complex and subject to varying interpretation, and we have not and do not expect to seek a ruling from the Internal Revenue Service, or the IRS, nor an opinion of tax counsel regarding any of the U.S. federal income tax consequences described herein. Accordingly, the IRS may not agree with the tax consequences described in this document.

For purposes of this discussion, the term “U.S. holder” means a holder of record of our capital stock that is, for U.S. federal income tax purposes:

A “non-U.S. holder” is a holder of our capital stock (other than a partnership) that is not a U.S. holder.

U.S. Holders

Reverse Stock Split

We believe that the Companyreverse stock split of our common stock, whether treated separately or as part of one overall transaction that also includes the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6,

should qualify as a “recapitalization” for U.S. federal income tax purposes. Accordingly, a U.S. holder should not recognize any gain or loss as a result of the reverse stock split (except to the extent of cash received in lieu of a fractional share). Further, a U.S. holder’s aggregate tax basis in his, her, or its business. The Board monitorspost-reverse stock split shares should equal the Company's governanceaggregate tax basis in the pre-reverse stock split shares exchanged therefor, reduced by review with managementthe amount of the adjusted basis of any pre-reverse stock split shares exchanged that is allocated to any fractional share for which cash is received, and outsidesuch holder’s holding period for the post-reverse stock split shares should include the period during which such stockholder held the pre-reverse stock split shares surrendered therefor. U.S. holders should consult their tax advisors as considered necessary. The Board has delegated certain risk management responsibilitiesto application of the foregoing rules where shares of our common stock were acquired at different times or at different prices.

A U.S. holder who receives cash instead of a fractional share of post-reverse stock split shares should be treated as having received the fractional share pursuant to the Board committees. The Boardreverse stock split and then as having exchanged the fractional share for cash in a redemption. In general, this deemed redemption will be treated as a sale or exchange, provided the redemption is not essentially equivalent to a dividend as discussed below. Gain or loss generally will be recognized based on the difference between the amount of cash received and the Audit Committee monitorportion of the Company's liquidity risk, regulatory risk, operational riskU.S. holder’s adjusted tax basis of the pre-reverse stock split shares allocable to such fractional share. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for such pre-reverse stock split shares is more than one year as of the effective date of the reverse stock split, and enterprise riskotherwise will be short-term capital gain or loss.

The receipt of cash is “not essentially equivalent to a dividend” if the reduction in a U.S. holder’s proportionate interest in our Company resulting from the reverse stock split (taking into account for this purpose shares of our common stock which such holder is considered to own under certain attribution rules) is considered a “meaningful reduction” given such U.S. holder’s particular facts and circumstances. The IRS has ruled that a small reduction by reviews with managementa minority stockholder whose relative stock interest is minimal and independent accountantswho exercises no control over the affairs of a corporation can satisfy this test. If the receipt of cash in lieu of a fractional share is not treated as capital gain or loss under the test just described, it will be treated first as ordinary dividend income to the extent of a U.S. holder’s ratable share of our current and other advisors,accumulated earnings and profits, then as considered necessary. In its periodic meetings witha tax-free return of capital to the independent accountants,extent of the Audit Committee discussesportion of the scopeU.S. holder’s adjusted tax basis of the pre-reverse stock split shares which is allocable to such fractional share, and plan forany remaining amount will be treated as capital gain.

Amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6

We believe that the auditamendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and includes management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs. As6 should, whether treated separately or as part of its responsibilitiesone overall transaction that also includes the reverse stock split of our common stock, also constitute a “recapitalization” for U.S. federal income tax purposes. Accordingly, a U.S. holder of shares of a series of our outstanding preferred stock should recognize no gain or loss as set forth in its charter, the Compensation Committee reviews the impacta result of the Company's executive compensation program and the associated incentives to determine whether they presentamendments. Further, a significant risk to the Company.

A non-U.S. holder should consult his, her or its tax advisor if the cash received in lieu of fractional shares does not constitute a “meaningful reduction” in interest, as described above.

Information Reporting and Backup Withholding

Cash payments received by a U.S. holder of our capital stock pursuant to the reverse stock split may be subject to information reporting, and may be subject to backup withholding at the applicable rate (currently 28 percent) if the holder fails to provide a valid taxpayer identification number and comply with certain certification procedures or otherwise establish an exemption from backup withholding. Cash payments received by a non-U.S. holder of our capital stock pursuant to the reverse stock split may be subject to additional information reporting and backup withholding at the applicable rate (currently 28 percent) unless the non-U.S. holder establishes an exemption, for example by properly certifying its non-U.S. status on a Form W-8BEN or another appropriate version of IRS Form W-8. Backup withholding is not an additional United States federal income tax. Rather, the year ended December 31, 2014:

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT