| MEETING INFORMATION: | | ||||||
| DATE: | | ||||||
| TIME: | 10:00 A.M., Eastern Time | | |||||
| PLACE: | The meeting will be held at | |
| HOW TO VOTE: | | |||
| Your vote is important. You are eligible to vote if you were a stockholder of record at the close of business on | | |||
| | | BY INTERNET www.proxyvote.com | | |
| | | BY PHONE Call 1.800.690.6903 | | |
| | | BY MAIL Complete, sign and return by free post | | |
| | | IN PERSON Attend the Special Meeting | |
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| | | | 2024 PROXY STATEMENT | 1 | |
| | | | 2024 PROXY STATEMENT | 2 | |
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| | | | 2024 PROXY STATEMENT | 4 | |
| | | | 2024 PROXY STATEMENT | 5 | |
| | | | 2024 PROXY STATEMENT | 6 | |
Proposed Ratio | | | Number of Shares of Common Stock Authorized | | | Approximate Number of Shares of Common Stock Outstanding | | | Approximate Number of Unreserved Shares of Common Stock Available for Future Issuance | | |||||||||
1-for-2(1) | | | | | 66,666,667 | | | | | | [ ] | | | | | | [ ] | | |
1-for-16(1) | | | | | 66,666,667 | | | | | | [ ] | | | | | | [ ] | | |
| | | | 2024 PROXY STATEMENT | 7 | |
| | | | 2024 PROXY STATEMENT | 8 | |
| | | | 2024 PROXY STATEMENT | 9 | |
| | | | 2024 PROXY STATEMENT | 10 | |
| | | | 2024 PROXY STATEMENT | 11 | |
| | | | 2024 PROXY STATEMENT | 12 | |
| | | | 2024 PROXY STATEMENT | 13 | |
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writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised provided; however that the foregoing shall not apply to an “at-the-market” offering program or similar offering facility unless and until the Company actually sells shares under such program at a price per share less than the Exercise Price then in effect. |
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| | | | 2024 PROXY STATEMENT | 14 | |
| | | | 2024 PROXY STATEMENT | 15 | |
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| Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage Beneficially Owned (1) | | ||||||
| Management and Directors: | | | | | | | | | | | | | |
| John Miller (2) | | | | | 52,894 | | | | | | * | | |
| R. Hugh Kinsman (3) | | | | | 3,489 | | | | | | * | | |
| James A. Mish (4) | | | | | 52,894 | | | | | | * | | |
| Nora B. Sullivan (5) (6) | | | | | 59,914 | | | | | | * | | |
| Richard M. Sanders (6) | | | | | 29,623 | | | | | | * | | |
| Michael Koganov (6) | | | | | 11,959 | | | | | | * | | |
| Anthony Johnson (6) | | | | | 6,121 | | | | | | * | | |
| Lucille Salhany (6) | | | | | 1,841 | | | | | | * | | |
| Peter Ferola (7) | | | | | — | | | | | | * | | |
| Andrew Arno | | | | | — | | | | | | * | | |
| All directors, director nominees and executive officers as a group (10 persons) (2) - (7) | | | | | 127,945 | | | | | | 0.6% | | |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage Beneficially Owned(1) | | ||||||
Management and Directors: | | | | | | | | | | | | | |
John Miller(2) | | | | | [ ] | | | | | | * | | |
R. Hugh Kinsman(3) | | | | | [ ] | | | | | | * | | |
James A. Mish(4) | | | | | [ ] | | | | | | * | | |
Nora B. Sullivan(5) (6) | | | | | [ ] | | | | | | * | | |
Richard M. Sanders(6) | | | | | [ ] | | | | | | * | | |
Michael Koganov(6) | | | | | [ ] | | | | | | * | | |
Anthony Johnson(6) | | | | | [ ] | | | | | | * | | |
Lucille Salhany(6) | | | | | [ ] | | | | | | * | | |
Peter Ferola(7) | | | | | — | | | | | | * | | |
Andrew Arno | | | | | — | | | | | | * | | |
Lawrence D. Firestone | | | | | — | | | | | | * | | |
All directors and executive officers as a group (11 persons) (2) – (7) | | | | | [ ] | | | | | | [ ]% | | |
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