Business at University of St. Thomas. Our Board believes that Ms. Perkins is qualified to serve as director based on her background and broad range of responsibilities in financial and operational roles, including marketing, business development and commercialization.
Edward M. Straw
Vice Admiral Edward M. Straw, USN, (Retired) has served as a member of our Board of Directors since November 2014. He founded Osprey Venture Partners in 2011, a firm that mentors young entrepreneurs seeking investment capital and assists with business development and serves as the stockholders’ equity at such time; and
the trading volumemanaging director. Previously he was president, global operations of The Estée Lauder Companies from 2000 to 2005, senior vice president global operations of the Company’s Common Stock at such time.
ImpactCompaq Computer Corporation from 1998 to 2000, and president of Ryder Integrated Logistics from 1996 to 1998. Prior to joining the private sector, he had a distinguished 35-year career in the U.S. Navy and retired as a three-star admiral. During his military service, Vice Admiral Straw was Director (CEO) of the Reverse Stock Split, if ImplementedDefense Logistics Agency, the largest military logistics command supporting the American armed forces. He is a member of the Defense Science Board, chairman of Odyssey Logistics and currently sits on the boards of The Boston Consulting Federal Group, Academy Securities and Lenitiv Scientific. He is a former board member of Eddie Bauer, MeadWestvaco, Ply Gem Industries and Panther Logistics. Vice Admiral Straw received a B.S. from the United States Naval Academy, an MBA from The George Washington University, and is a graduate of the National War College. Our Board believes that Vice Admiral Straw is qualified to serve as a director based on his extensive leadership experience in both the private sector and the U.S. military.
The Company’s CertificateJeffrey S. Mathiesen
Jeffrey S. Mathiesen has served as Chief Financial Officer, Treasurer and Secretary of Incorporation, as previously corrected (the “Certificate of Incorporation”), currently authorizes the issuance of 150,000,000 shares of Class A Common Stock, par value $0.001 per share. On November 19, 2020, the Company had: 51,922,480 shares of Common Stock issued and outstanding, 4,510,338 shares of Common Stock issuable upon the exercise of outstanding options, 12,613,035 shares of Common Stock issuable upon the exercise of outstanding warrants, 22,461 shares of Common stock issuable upon settlement of restricted stock units and 2,790,857 shares of Common Stock reserved for future issuance under the Company’s 2018 Omnibus Incentive Plan.
As a matter of Delaware law, the implementation of a reverse stock split does not require a reduction in the total number of authorized shares. If the Company’s stockholders adopt and approve the Reverse Stock Split Certificate of Amendment and the reverse stock split is implemented by the Company, the authorized number of shares of the Company’s Common Stock would not be reduced by the reverse stock split ratio determined by the Board.
If approved and effected, the reverse stock split will automatically apply to all shares of the Company’s Common Stock, and each stockholder will own a reduced number of shares of the Company’s Common Stock. However, except for adjustments that may result from the treatment of fractional shares, as described below, orsince June 2021. Mr. Mathiesen previously served as a resultmember of adjustmentsour Board of Directors from June 2020 to the conversion pricesJune 2021. Additionally, Mr. Mathiesen has served as a director and Audit Committee Chair of certain convertible securities,Healthcare Triangle, Inc. (Nasdaq: HCTI), a publicly traded provider of cloud and data transformation platform and solutions for healthcare and life sciences, since March 2021, as described below, the reverse stock split will not affect any stockholder’s percentage ownership or proportionate voting power.
Based on the Company’s capitalizationVice Chair and Lead Independent Director since March 2020 and as Director and Audit Committee Chair, since 2015, of November 19, 2020, the principal effect of the reverse stock split (atPanbela Therapeutics, Inc. (Nasdaq: PBLA), a ratio between 1-for-5 and 1-for-35), not taking into account the treatment of fractional shares described under “—Procedurepublicly traded biopharmaceutical company developing therapies for Effecting the Reverse Stock Split—Treatment of Fractional Shares” below, would be that:
the number of shares of the Company’s Common Stock issued and outstanding would be reduced from 51,922,480 shares to between approximately 1,483,499 shares and 10,384,496 shares;
the number of shares of the Company’s Common Stock issuable upon the exercise of outstanding stock options would be reduced from 4,510,338 to between approximately 128,866 shares and 902,067 shares (and the respective exercise prices of the options would increase by a factor equal to the inverse of the split ratio);
the number of shares of the Company’s Common Stock issuable upon the exercise of outstanding warrants would be reduced from 12,613,035 to between approximately 360,372 shares and 2,522,607 shares (and the respective exercise prices of the warrants would increase by a factor equal to the inverse of the split ratio);
the number of shares of the Company’s Common Stock issuable upon the settlement of outstanding restricted stock units would be reduced from 22,461 to between approximately 641 shares and 4,492 shares;
the aggregate number of shares of the Company’s Common Stock reserved for issuance, in connection with future awards under the Company’s 2018 Omnibus Incentive Plan would be reduced from 2,790,857 to between approximately 79,738 shares and 558,171 shares;
the number of shares of the Company’s authorized Common Stock would remain unchanged at 150,000,000 shares;
the 10,000,000 shares of the Company’s authorized preferred stock would remain unchanged; and
the number of shares of the Company’s Common Stock that are authorized, but unissued and unreserved, would increase from 78,140,829 to between approximately 135,628,167 shares and 147,946,884 shares; and the par value of the Company’s Common Stock and preferred stock would remain unchanged at $0.001 per share,pancreatic diseases, and as a result,director and Audit Committee Chair of NeuroOne Medical Technologies Corporation (Nasdaq: NMTC), a publicly traded medical technology company focused on improving surgical care options and outcomes for patients suffering from neurological disorders, since 2017, and eNeura, Inc., a privately held medical technology company providing therapy for both acute treatment and prevention of migraine, from 2018 to 2020. Mr. Mathiesen served as Advisor to the stated capital attributableCEO of Teewinot Life Sciences Corporation, a privately held global leader in the biosynthetic development and production of cannabinoids and their derivatives for consumer and pharmaceutical products, from October 2019 to Common Stock onDecember 2019, and served as Chief Financial Officer from March 2019 to October 2019. In August 2020, Teewinot Life Insurance Sciences filed a voluntary petition under Chapter 11 of the Company’s balance sheet would be reduced proportionatelyUnited Stated Bankruptcy Code. Mr. Mathiesen previously served as Chief Financial Officer of Gemphire Therapeutics Inc., which was acquired by NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO) in January 2020, a publicly-held clinical-stage biopharmaceutical company developing therapies for patients with cardiometabolic disorders, from 2015 to 2018, and as Chief Financial Officer of Sunshine Heart, Inc. (Nasdaq: CHFS), a publicly-held early-stage medical device company, from 2011 to 2015. Mr. Mathiesen received a B.S. in Accounting from the University of South Dakota and is a Certified Public Accountant. Our Board believes that Mr. Mathiesen is qualified to serve as a director based on the reverse stock split ratio, the additional paid-in capital account would be creditedhis background in a broad range of responsibilities in financial and operational roles, including manufacturing, quality and procurement, in addition to traditional CFO roles in organizations with the amount by which the stated capital is reduced,operations in North America, Europe, Southeast Asia and the per-share net income or loss and net book value of the Company’s Common Stock would be restated because there would be fewer shares of Common Stock outstanding.Australia.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE.