Item 5.07 Submission of Matters to a Vote of Security Holders.
held a special meeting of stockholders (the “Special Meeting”), at which the
Company’s stockholders were asked to consider three (3) proposals, each of which
is described in more detail in the Company’s proxy statement filed with the
Securities and Exchange Commission
Statement”). Each of the three proposals was approved by the Company’s
stockholders. There were 64,988,364 outstanding shares entitled to vote and
there were 42,651,910 shares present in person or by proxy at the Special
Meeting, representing (65.63%) of the shares outstanding and entitled to vote.
The voting results with respect to the three proposals, as certified by the
inspector of elections for the Special Meeting, are presented below.
1. To approve, as required by and in accordance with Sections 713(a) and 713(b) of the NYSE American Company Guide, the issuance of an aggregate of 96,468,114 shares of the Company's Common Stock (i) upon exercise of the Amended Warrants and the New Reprice Warrants issued as part of the Company's Warrant Reprice Transactions entered into on
September 9, 2022(each as discussed and defined in the Proxy Statement) and (ii) the conversion of the Series C Non-Voting Convertible Preferred Stock, par value $0.01per share, and the exercise of the Long-Term Warrants and the Short-Term Warrants to be issued upon the closing of the Private Placement (each as discussed and defined in the Proxy Statement), including any additional shares of Common Stock due to an increase as a result of applicable anti-dilution adjustments. For Against Abstain Broker Non-Votes1 27,129,832 4,018,279 89,375 11,414,424 2. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of all of the Company's Common Stock, issued and outstanding or held in treasury at a ratio of not less than 1-for-10 and not more than 1-for-35 (the "Reverse Stock Split"), and to grant authorization to the Company's Board of Directors to determine, in its sole discretion, the specific ratio at any whole number within the above share range and the timing of the Reverse Stock Split becoming effective or to abandon the Reverse Stock Split. For Against Abstain 37,507,313 5,050,133 94,464 3. To adjourn the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of Proposal One and Proposal Two. For Against Abstain 37,800,071 4,421,419 430,420
All share amounts in this Item 5.07 do not reflect the Reverse Stock Split,
which is expected to become effective on
New York City Time.
1 A broker non-vote occurs when a broker, bank or other nominee holding shares
for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to the item and
has not received voting instructions from the beneficial owner of the shares it
holds. Broker non-votes are counted when determining whether the necessary
quorum of stockholders is present or represented at each meeting.
Item 8.01 Other Events
Reverse Stock Split ratio of 1-for-35, and the Company issued a press release
announcing the same. A copy of this press release is filed herewith as Exhibit
99.1 and is incorporated herein by reference.
Cautionary Language Concerning Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including, but not limited to, statements that
are based upon management’s current expectations, assumptions, estimates,
projections and beliefs. The use of words such as, but not limited to,
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” or “would” and similar words or expressions are intended to identify
forward-looking statements. These statements include, but are not limited to,
statements regarding the impact of the proposed Reverse Stock Split and the
Company’s ability to comply with the continued listing requirements of the NYSE
American. These statements involve risks, uncertainties and other factors that
may cause actual results or achievements to be materially different and adverse
from those expressed in or implied by the forward-looking statements. New risks
and uncertainties may emerge from time to time, and it is not possible to
predict all risks and uncertainties. Other risks relating to the Company’s
business, including risks that could cause results to differ materially from
those projected in the forward-looking statements in this report, are detailed
in the Company’s latest Form 10-Q/K filings with the
heading “Risk Factors,” and in the Proxy Statement, especially under the heading
“Proposal Two: The Reverse Stock Split Proposal – Risks Relating to the Reverse
Stock Split.” The forward-looking statements in this report speak only as of
this date, and the Company disclaims any intent or obligation to revise or
update publicly any forward-looking statement except as required by law.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 99.1 Press Release, dated
November 14, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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