PROPOSAL III — NASDAQ 20% ISSUANCE PROPOSAL

General

On June 29, 2016, we entered into the Securities Purchase Agreement with the investors listed therein (the “ Buyers ”) pursuant to which we issued on July 1, 2016 $75 million senior secured convertible notes (“ 2016 Notes ”) that are convertible into shares of our Common Stock at an initial conversion price equal to $2.00 per share. Each Note was sold with a related number of Series H warrants to purchase Common Stock (the “ Series H Warrants ”) (the “ Note Financing ”). In relation to the Note Financing, certain warrants were issued to our prior debt holders as consideration for their agreement to subordinate the debt owed them by the Company to the 2016 Notes (the “ Subordination Warrants ”). The 2016 Notes do not bear any ordinary interest. The Company will receive total gross proceeds of $68 million, assuming all conditions for subsequent release of funds from restricted accounts are met and no events of default occur, each as described below. Under the terms of the 2016 Notes, at closing we received an initial tranche of $6 million at the close of the Note Financing. Pursuant to the 2016 Notes, prior to receiving access to the remaining cash purchase price from our restricted accounts of approximately $62 million (the “ Restricted Cash ”) in subsequent tranches, we must meet certain equity conditions as described therein.

Description of the 2016 Notes

Maturity Date

The 2016 Notes are senior secured obligations of the Company. Unless earlier converted or redeemed, each 2016 Note will mature on the sixteenth month anniversary from the date of issuance.

Interest

The 2016 Notes do not bear any ordinary interest. However, interest on the 2016 Notes shall commence accruing immediately upon the occurrence of, and shall continue accruing during the continuance of, an event of default (as described below), at 10% per annum and shall be computed on the basis of a 360-day year of twelve 30-day months and shall be payable, if applicable, in arrears for each calendar month on the first (1 ^st ) business day of each calendar month after any such interest accrues after an event of default (each, an “ Interest Date ”). Interest, if any, shall be payable on each Interest Date to the record holder of the 2016 Note on the applicable Interest Date in cash by wire transfer of immediately available funds pursuant to wire instruction provided by the holder in writing to the Company.

Amortization Payments

We have agreed to make amortization payments with respect to the 2016 Notes in fifteen (15) equal installments beginning on January 30, 2017 (each, an “ Installment Date ”). On each installment date, assuming the equity conditions set forth in the 2016 Notes are met, the installment payment shall automatically be converted into shares of Common Stock pursuant to the conversion feature described below, provided however that the Company may elect prior to any Installment Date to redeem all or a portion of the installment amount in cash.

Conversion Features of the 2016 Notes

Conversion of Installment Payments

The price at which we will convert the installment amounts is equal to the lowest of:

Any holder of a 2016 Note may by notice to us accelerate up to four future installment payments to any applicable Installment Date, in which case we will deliver shares of Common Stock for the conversion of such accelerated payments. The holder of a Note may also by notice to us defer any installment payment to a later Installment Date.

Conversion at Election of Holder

At any time after issuance, the 2016 Notes will be convertible at the election of the holder into shares of our Common Stock at a conversion price of $2.00, subject to adjustment. Conversion of the 2016 Note is subject to a blocker provision which prevents any holder from converting into shares of Common Stock if their beneficial ownership of the Common Stock would exceed either 4.99% or 9.99% of our issued and outstanding Common Stock, as elected by such holder at Closing.

Further, prior to us receiving the necessary stockholder approval contemplated in this proxy statement, conversion of all 2016 Notes is limited to 19.99% of the Company’s issued and outstanding Common Stock on the date of closing (the “ Exchange Cap ”).

The conversion price is subject to certain adjustments upon the occurrence of certain dilutive events, including the issuance of certain options or convertible securities, upon the occurrence of certain corporate events, including stock splits and dividends, upon the occurrence of an Event of Default and as deemed appropriate by the Company’s Board of Directors with the prior written consent of certain required holders of 2016 Notes.

Equity Conditions

Subject to obtaining the approval of stockholders under this proposal and certain other equity conditions as described below, the Restricted Cash will become unrestricted and released for use by the Company as follows: (i) $6 million on the fifth trading day after January 30, 2017 (such date, the “ First Amortization Date ”)), (ii) $8 million after the fifth trading day after the last business day of the calendar month following the First Amortization Date and (iii) $3,692,308 on the 75 ^th trading day after the initial date the shares of common stock underlying the 2016 Notes are eligible to be resold pursuant to Rule 144 of the Securities Act of 1933, as amended (the “ 144 Date ”) and each 30 ^th calendar day thereafter until all Restricted Cash has become unrestricted and released.

Release of the remaining cash purchase price will be subject to certain equity conditions including, but not limited to:

Events of Default

Under the 2016 Notes, the holders will have certain rights upon an “Event of Default” (as defined in the 2016 Notes). Such rights include (i) the remaining principal amount of the 2016 Notes bearing interest at a rate of 10% per annum, (ii) during the Event of Default the conversion price being adjusted to the lowest of (a) the conversion price then in effect, (b) 75% of the lowest weighted average price of the Common Stock during the 30 consecutive trading day period ending on the trading day immediately preceding the date of the event of default conversion and (c) 75% of the weighted average price of the Common Stock on the date of the applicable event of default conversion, and (iii) the holder having the right to demand redemption of all or a portion of the 2016 Notes.

At any time after the earlier of the holder’s receipt of a notice of an Event of Default and the holder becoming aware of an Event of Default and ending on the 15 ^th trading day after the later of (x) the date such Event of Default is cured and (y) the holder’s receipt of an Event of Default notice, the holder may require the Company to redeem all or any portion of the 2016 Note by delivering written notice to the Company. Each portion of the 2016 Note subject to redemption shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the conversion amount being redeemed and (y) the product of (A) the conversion amount being redeemed and (B) the quotient determined by dividing (I) the greatest closing price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the holder delivers the redemption notice, by (II) the lowest conversion price in effect during such period.

“Event of Default” includes, but is not limited to (and subject to the ability to cure in certain instances):

Description of the Warrants

Series H Warrants

In connection with the issuance of the 2016 Notes under the Securities Purchase Agreement, the Company issued Series H Warrants (the “ Series H Warrants ”), exercisable to acquire 56,250,000 shares of Common Stock.

Adjustment for dilutive events will occur if and whenever on or after June 29, 2016, the Company issues or sells, or in accordance with the terms of the Warrants is deemed to have issued or sold, or the Company publicly announces the issuance or sale of, any shares of Common Stock (except for certain excluded securities) and, for a consideration per share less (“ New Issuance Price ”) than a price equal to the exercise price in effect immediately prior to such issue or sale or deemed issuance or sale then immediately after such event the exercise price will be adjusted to equal the New Issuance Price. Similar adjustments are made for the issuance of options, convertible securities, and adjustments in exercise prices and conversion prices of such securities.

Each Series H Warrant is exercisable by the holder beginning six months after July 1, 2016 and continuing for a period five years thereafter. Each Series H Warrant will be exercisable initially $2.08, subject to adjustments for certain dilutive events and subject to an exercise price floor equal to $1.70 (the “ Exercise Floor Price ”).

Unless and until such time as the Company obtains the necessary stockholder approval as contemplated in this proxy statement, no adjustment to the exercise price shall cause the exercise price to be less than the Exercise Price Floor, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. Upon the receipt of such stockholder approval, however, any adjustment to the exercise price that would have been made pursuant to the terms of the Series H Warrants but for the Exercise Floor Price shall be made on the date of such receipt.

The exercise price of the warrants will also be adjusted upon the occurrence of certain corporate events, including stock splits and dividends and as deemed appropriate by the Company’s Board of Directors with the prior written consent of certain required holders of Series H Warrants.

The Series H Warrants are exercisable on a cashless basis in the event that there is no effective registration statement under the Securities Act covering the resale of the shares of Common Stock issuable upon exercise of the Series H Warrants. Pursuant to the registration rights agreement between the investors under the Securities Purchase Agreement and the Company, the Company is required to file a registration statement for these shares of Common Stock and the Company intends to file the registration statement in the near future.

Subordination Warrants

The Subordination Warrants were issued to Spring Forth Investments LLC and Utah Autism Foundation in relation to their agreement to enter into subordination agreements with the collateral agent in the Note Financing whereby each agreed to subordinate their debt to the 2016 Notes issued in the Note Financing. The Subordination Warrants have the same general material terms and conditions of the Series H Warrants.

The Subordination Warrants are exercisable for 1,687,500 shares of common stock. Each Subordination Warrant is exercisable by the holder beginning six months after July 1, 2016 and continuing for a period five years thereafter. Each Subordination Warrant will be exercisable initially at a price of $2.08, subject to adjustments for certain dilutive events (same as the Series H Warrants) and subject to an exercise price floor equal to the Exercise Floor Price ($1.70).

Why does the Company Need Stockholder Approval?

Our Common Stock is listed on The NASDAQ Capital Market and, as such, we are subject to the NASDAQ Stock Market Rules. NASDAQ Stock Market Rule 5635(d) is referred to as the “NASDAQ 20% Rule.” In order to comply with the NASDAQ 20% Rule and to satisfy conditions under the Securities Purchase Agreement, we are seeking stockholder approval for:

Elimination of the Exchange Cap

The NASDAQ 20% Rule requires that an issuer obtain stockholder approval prior to certain issuances of Common Stock or securities convertible into or exchangeable for Common Stock at a price less than the greater of market price or book value of such securities (on an as exercised basis) if such issuance equals 20% or more of the Common Stock or voting power of the issuer outstanding before the transaction.

Without the Exchange Cap, the aggregate number of shares of Common Stock issuable upon the conversion of the 2016 Notes could exceed 20% of our outstanding Common Stock on the date we closed the Note Financing and could potentially be issued at a price less than the greater of the book value or market of the shares on the applicable date. Therefore, the Exchange Cap was added to the provisions of the 2016 Notes which restrict the 2016 Notes from being convertible into shares of Common Stock in excess of 19.9% of our outstanding Common Stock on the date we closed the Note Financing.

To meet the requirements of the NASDAQ 20% Rule, we need stockholder approval under the listing rules of NASDAQ to remove the Exchange Cap provisions under the 2016 Notes to permit the potential issuance of more than 20% of our outstanding Common Stock upon conversion of the 2016 Notes.

Elimination of Series H Warrant and Subordination Warrant Exercise Floor Price

In relation to the shares of Common Stock issuable upon exercise of the Series H Warrants and Subordination Warrants, typically such shares would be included in the calculation for determining if the Note Financing exceeded 20% of the outstanding shares of Common Stock in relation to the NASDAQ 20% Rule. The Exercise Floor Price was added to the Series H Warrants and Subordination Warrants and the initial exercisability date of the Series H Warrants and Subordination Warrants was pushed out for six months because NASDAQ will not count in such 20% calculation shares of Common Stock issuable upon exercise of warrants if such warrants are not exercisable for at least six months following their date of issuance and are exercisable at or above the market price of the common stock on the date of issuance.

To meet the requirements of the NASDAQ 20% Rule, we need stockholder approval under the listing rules of NASDAQ to remove the Exercise Floor Price for the potential issuance of Common Stock upon exercise of the Series H Warrants and Subordination Warrants at an exercise price below the Exercise Floor Price ($1.70).

What is the Effect on Current Stockholders if the NASDAQ 20% Issuance Proposal is Approved?

If our stockholders approve this proposal, we will be able to:

Effect of Elimination of Exchange Cap

If stockholders approve the NASDAQ 20% Issuance Proposal, current stockholders may experience significant dilution of their current equity ownership in the Company. There are two principal ways in which the 2016 Notes may be converted into shares of Common Stock: (1) conversion at the election of the holder of the 2016 Notes and (2) conversion into shares of Common Stock of the cash amount due under the fifteen amortization installment payments on the 2016 Notes.

Effect of Elimination of the Series H Warrants and Subordination Warrants Exercise Floor Price

Removal of the Exercise Floor Price will not result in the issuance of more shares of Common Stock under the terms of the Series H Warrants and Subordination Warrants, but will permit the holders of such Series H Warrants and Subordination Warrants to acquire shares of Common Stock at an exercise price below the current Exercise Floor Price ($1.70), if the Company issues equity securities triggering an adjustment to the exercise price pursuant to the anti-dilution terms of the Series H Warrants and Subordination Warrants.

As noted above under “Description of Warrants”, the approval of the stockholders of this proposal could result in the exercise price of the Series H Warrants and Subordination Warrants being immediately adjusted to reflect any dilutive issuances that occurred prior to this stockholder approval, if any, to the extent such prior dilutive issuances would have lowered the exercise price below the Exercise Floor Price but for such provision. As of the date of this proxy statement no such dilutive issuances have occurred; however the Company may engage in one or more transactions subsequent to the date hereof that may qualify as dilutive issuances under the terms of the Series H Warrants and Subordination Warrants.

What is the Effect on Current Stockholders if the NASDAQ 20% Issuance Proposal is not Approved?

If our stockholders do not approve this proposal, we will not meet certain equity conditions under the 2016 Notes required for the release to us from our restricted accounts of the full cash purchase price of the 2016 Notes. As noted above, at closing we received $6 million in cash. In order for us to receive access to the additional $62 million in our restricted accounts under the terms of the 2016 Notes, stockholders must approve this proposal. If approval is not obtained, unless the equity conditions are waived by the required number of holders of such 2016 Notes pursuant to their terms, the additional $62 million under the terms of the 2016 Notes will not be released from our restricted accounts.

In addition, we will be required to seek stockholder approval of this proposal every three months until we receive stockholder approval of this proposal or the 2016 Notes and Warrants expire or are all converted or exercised pursuant to their terms. We are not seeking the approval of our stockholders to authorize our entry into the Securities Purchase Agreement and related transaction documents, as we have already entered into the Securities Purchase Agreement and related transaction documents, which are binding obligations on us. The failure of our stockholders to approve the proposal will not negate the existing terms of the documents relating to the Note Financing. The 2016 Notes, Series H Warrants and Subordination Warrants were issued at the closing of the Note Financing will remain outstanding and the terms of the 2016 Notes, the Series H Warrants and Subordination Warrants will remain binding obligations of the Company.

Who are the investors in the Note Financing and holders of the Series H Warrants and Subordination Warrants?

The investors in the Note Financing and the principal aggregate amount of 2016 Notes and related Series H Warrants held by each such investor is set forth on the Schedule of Buyers attached hereto as Appendix B. The Subordination Warrants were issued to Springforth Investments LLC and the Utah Autism Foundation in equal amounts; Mr. David Spafford, our Chairman of the Board, is principal of both entities.

Where can I find more information regarding the Note Financing, the Securities Purchase Agreement, the 2016 Notes, the Series H Warrants and the Subordination Warrants?

The above descriptions set forth the material terms of the 2016 Notes and Series H Warrants. A more detailed description of the Note Financing, the Securities Purchase Agreement, the 2016 Notes, the Series H Warrants, and related transaction documents can be read in the Company’s Current Report on Form 8-K as filed with the SEC on June 29, 2016.

The Securities Purchase Agreement, the Form of Note and the Form of Series H Warrant are attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 29, 2016.

How does the Company Intend to Use the Proceeds from the Note Financing?

We intend to use the net proceeds of the Note Financing for general operating purposes.

Required Vote of Stockholders

Approval of the this proposal requires the affirmative vote of the holders of a majority of the shares of our Common Stock present in person or by proxy at the Special Meeting and actually voted on this proposal. This proposal is a non-routine matter and shares may not be voted on by your broker if you do not submit voting instructions.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE NASDAQ 20% ISSUANCE PROPOSAL

PROPOSAL IV — REVERSE STOCK SPLIT

Introduction

In order maintain compliance with our Convertible Notes issued pursuant to the Securities Purchase Agreement, Dated December 28, 2015 (the “ 2015 SPA ”) and other considerations detailed below, our Board has unanimously determined that it is in the best interests of the Company and our stockholders to amend Article IV.A of the Certificate of Incorporation (such amendment as shown in Appendix C) to effect a reverse stock split of our issued and outstanding shares of Common Stock at a ratio between 40-to-1 and 80-to-1 and effective upon a date on or prior to December 31, 2016 to be determined by the Board (the “ Reverse Stock Split ”).

Why did the Board approve the Reverse Stock Split?

Note Financing Obligations

On December 30, 2015, the Company issued $22.1 million in aggregate principal amount of senior secured convertible notes of the Company (the “ 2015 Notes ”) to certain purchasers pursuant to the Securities Purchase Agreement, dated December 28, 2015 (the “ 2015 SPA ”) between us and such purchasers. On July 1, 2016, the Company issued the 2016 Notes to certain purchasers pursuant to the Securities Purchase Agreement, dated June 29, 2016 (the “ 2016 SPA ”) between us and such purchasers.

Conversion Floor Price

Pursuant to the terms of the 2015 Notes, amortization payments by the Company to the holders of such 2015 Notes may not be converted into shares of Common Stock at a price of less than $0.20 per share. Pursuant to the terms of the 2016 Notes, amortization payments by the Company to the holders of such 2016 Notes may not be converted into shares of Common Stock at a price of less than $1.00 per share. If our stock price is below $0.20 per share at the time such payments are to be made, then the Company will be required to pay cash to the holders of such 2015 Notes and 2016 Notes to make up the difference between the calculated value for the shares of Common Stock to be delivered pursuant to the terms of the 2015 Notes and 2016 Notes without regard to such floor price and the floor price per share. Further, if the market value of the shares of Common Stock is below the stated floor price for conversions of amortization payments under the 2015 Notes, the holders of such notes may choose to defer such amortization payments and thereby delay the release of restricted cash from the Company’s restricted accounts.

Anti Dilution Protections of Notes

The conversion price of the 2015 Notes and 2016 Notes is subject to adjustment in the event we issue Common Stock or securities convertible into Common Stock at a price lower than the then-current exercise price. As a result of these adjustments, we could be required to issue a significant number of shares of our Common Stock upon conversion of the 2015 Notes and 2016 Notes, especially if the stockholders approve removal of the current cap on the issuance of shares of Common Stock under the 2016 Notes pursuant to Proposal III hereunder. In the event the Reverse Stock Split is not approved and the increase in authorized shares, we will have insufficient shares to effect a conversion of the Notes which will result in an authorized share failure and may require us to settle such obligations in cash.

Authorized Shares

Pursuant to the terms of the 2015 SPA and 2015 Notes, we are required to reserve 120,000,000 shares of Common Stock for issuance pursuant to the terms of the 2015 Notes and Series D Warrants. Further, pursuant to the terms of the 2016 SPA and the 2016 Notes, we are required to reserve (i) during the period from June 29, 2016 until December 31, 2016, 69,000,000 shares of Common Stock; and thereafter (ii) up to 150,000,000 shares of Common Stock, subject to certain adjustments as set forth in the 2016 SPA.

Based on our current authorized capital of 200,000,000 shares of Common Stock (see Proposal V), 46,124,986 shares of Common Stock issued and outstanding on August 19, 2016, 120,000,000 shares of Common Stock reserved for the 2015 Notes and related Series D Warrants, the 69,000,000 shares of Common Stock reserved for the 2016 Notes and related Series H Warrants and 4,768,216 shares of Common Stock reserved for issuance pursuant to our other outstanding warrants, options and preferred stock, we do not

currently have sufficient authorized capital to meet our reservation requirements under the 2016 Notes and an authorized share failure has occurred. Upon occurrence of such authorized share failure the Company has seventy-five (75) days to call a special meeting of stockholders to cure the authorized share failure. If the Company cannot cure the authorized share failure (either through the approval by the shareholders of the Reverse Stock Split or the Authorized Share Increase or both) or is otherwise unable to issue shares of common stock upon conversion of the 2016 Notes or exercise of the Series H Warrants, the Company will be required to settle such obligations in cash amounts as calculated pursuant to the terms of those securities.

Continued NASDAQ Compliance

The quantitative listing standards of The NASDAQ Stock Market, or NASDAQ, require, among other things, that listed companies maintain a minimum closing bid price of $1.00 per share. As of August 19, 2016, the Company’s closing bid price has been below $1.00 for 24 consecutive trading days.

While the Company has not yet received a delisting notice from The NASDAQ Stock Market related to our closing bid price, we may receive such a notification if our shares of Common Stock continue to have a minimum closing bid price below $1.00. We are also currently subject to be involuntarily delisted from trading on The NASDAQ Capital Market if we fail to regain compliance with the market value of listed securities requirement of $35 million by October 10, 2016 or the NASDAQ Listing Qualifications Panel determines we have not met the requirements of our plan to regain compliance with NASDAQ listing standards. A delisting of our Common Stock is likely to reduce the liquidity of our Common Stock and may inhibit or preclude our ability to raise additional financing and may also materially and adversely impact our credit terms with our vendors.

Attraction of Institutional Investors

The Board also recommended the Reverse Stock Split, in part, because the Board and management of the Company believe that the Company can improve the marketability and liquidity of its common stock, especially with institutional investors, if the share price of the common stock is increased to a range closer to $5.00 per share.

Board Determination

The Board has considered the potential harm to the Company and our stockholders of the following:

Even if the Company effects the Reverse Stock Split, the Company may still be subject to delisting if (i) the Company fails to meet the minimum price of listed securities of $35 million by October 10, 2016 or (ii) the bid price of the Common Stock fails to stay above $1.00 and the Company is not otherwise able to meet such requirements following notification from the NASDAQ and all applicable grace-periods under the NASDAQ listing standards.

What amendments are being made to the Certificate of Incorporation?

The following paragraph will be added to Article IV.A of the Certificate of Incorporation:

“Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every [number of shares] shares of the Corporation’s issued and outstanding Common Stock, par value $0.0001 per share, that are issued and outstanding immediately prior to [date] shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined into one (1) validly issued, fully paid and non-assessable share of the Corporation’s Common Stock, par value $0.0001 per share, provided that in the event a stockholder would otherwise be entitled to a fraction of a share of Common Stock pursuant to the provisions of this Article, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.”

Does the Board recommend approval of the Reverse Stock Split?

Yes. After considering the entirety of the circumstances, the Board has unanimously concluded that the Reverse Stock Split is in the best interests of the Company and its stockholders and the Board unanimously recommends that the Company’s stockholders vote in favor of the Reverse Stock Split.

What vote is required to approve the Reverse Stock Split?

The affirmative vote of the holders of a majority of the outstanding shares of our Common Stock is required to amend the Certificate of Incorporation to effect the Reverse Stock Split. Failures to vote and abstentions will be the equivalent of a vote against this proposal.

Material Effects of the Proposed Reverse Stock Split

Upon the effectiveness of the amendment to our Certificate of Incorporation effecting the Reverse Stock Split, the outstanding shares of our Common Stock will be combined into a lesser number of shares such that one share of our Common Stock will be issued for a specified number of shares, which number shall be equal to or greater than 40 and equal to or less than 80, of outstanding shares of our Common Stock, with the exact number within such range to be determined by the Board prior to the effective time of such amendment. In connection with the Reverse Stock Split, any fractional shares that would otherwise be issued as a result of the Reverse Stock Split will be rounded up to the nearest whole share. Even if stockholder approval of the Reverse Stock Split is obtained, the Board may abandon the Reverse Stock Split in its sole discretion if it determines that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

The Reverse Stock Split will not change the number of authorized shares of our Common Stock (see Proposal V regarding the Authorized Share Increase).

The Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company (subject to the treatment of fractional shares). In

addition, the Reverse Stock Split will not affect any holder of Common Stock’s proportionate voting power (subject to the treatment of fractional shares).

Based on our shares of Common Stock outstanding as of August 19, 2016, the principal effects of the Reverse Stock Split will be that the number of shares of our Common Stock issued and outstanding will be reduced from 46,124,986 shares as of August 19, 2016 to a range of 1,153,125 shares (if a 1-for-40 ratio is chosen) to 576,563 shares (if a 1-for-80 ratio is chosen), depending on the exact exchange ratio chosen by the Board and without giving effect to any rounding up of fractional shares.

The table below sets forth, as of August 19, 2016 and for illustrative purposes only, certain effects of the potential ratios of between 1-for-40 and 1-for-80, inclusive, including our total outstanding Common Stock equivalents (without giving effect to the treatment of fractional shares).

		Common Stock and Equivalents Outstanding Prior to Reverse Stock Split								Common Stock and Equivalents Outstanding Assuming Certain Reverse Stock Split Ratios
		Shares				Percent of Total				1-for-40				1-for-60				1-for-80
Common Stock outstanding			46,124,986				19.0	%			1,153,125				768,750				576,563
Common Stock underlying options			404				0.0	%			11				7				6
Common Stock underlying warrants and preferred stock			61,117,860				25.1	%			1,527,947				1,018,631				763,974
Common Stock issuable upon conversion of 2015 Notes (1)			61,026,081				25.1	%			1,525,653				1,017,102				762,827
Common Stock issuable upon conversion of 2016 Notes (2)			75,000,000				30.8	%			1,875,000				1,250,000				937,500
Total Common Stock and equivalents			243,269,331				100	%			6,081,736				4,054,490				3,040,870
Common Stock available (shortfall) for future issuances (3)			(43,269,331	)			—				193,918,264				195,945,510				196,959,130

As illustrated by the table above, the Reverse Stock Split would significantly increase the number of authorized and unissued shares of Common Stock available to settle the exercise or conversion, of our outstanding derivative securities and avoid the penalties associated with being unable to settle such

conversions and exercises. In addition, the Reverse Stock Split would significantly increase the ability of our Board to issue authorized and unissued shares in future equity financings.

In determining which ratio to implement, if any, following receipt of stockholder approval, our Board may consider, among other things, various factors such as:

The principal effects of the Reverse Stock Split will be as follows:

Possible Anti-Takeover Implications of the Reverse Stock Split

The issuance in the future of additional shares of our Common Stock made available by the Reverse Stock Split may have the effect of diluting the earnings or loss per share and book value per share, as well as the ownership and voting rights of the holders of our then-outstanding shares of Common Stock. In addition, an increase in the number of authorized but unissued shares of our Common Stock due to the Reverse Stock Split may have a potential anti-takeover effect, as our ability to issue additional shares could be used to thwart persons, or otherwise dilute the stock ownership of stockholders, seeking to control us. Further, the ability to issue our shares of Common Stock at a lower price may afford the Company added flexibility to deter a potential takeover of the Company by diluting the shares held by a potential suitor or issuing shares to a stockholder that will vote in accordance with the Board’s desires at a very low par value. A takeover may be beneficial to independent stockholders because, among other reasons, a potential suitor may offer such stockholders a premium for their shares of Common Stock compared to the then-existing market price. The Reverse Stock Split is not being recommended by our Board as part of an anti-takeover strategy.

Reservation of Right to Delay the Filing of, or Abandon, the Reverse Stock Split and Par Value Change

If stockholder approval is obtained to effect the Reserve Stock Split, the Board expects to select an appropriate ratio and will implement the Reverse Stock Split on or before December 31, 2016. However, the Board reserves the authority to decide, in its sole discretion, to delay or abandon the Reverse Stock Split after such vote and before the effectiveness of the Reverse Stock Split if it determines that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

The Board will also consider whether the Authorized Share Increase (see Proposal V below) is approved and implemented in determining whether to effect the Reverse Stock Split.

Fractional Shares

Our stockholders will not receive fractional post-Reverse Stock Split shares in connection with the Reverse Stock Split. Instead, any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be rounded up to the nearest whole share. No stockholders will receive cash in lieu of fractional shares.

No Going Private Transaction

The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the U.S. Exchange Act. Following the Reverse Stock Split, the Company will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

Effective Time

The proposed Reverse Stock Split would become effective as of 12:01 a.m., Eastern Time on the date specified in the amendment to the Certificate of Incorporation effecting the Reverse Stock Split as filed with the office of the Secretary of State of Delaware or such other time on that date as the Board may determine (the “ Effective Time ”). Except as explained above with respect to fractional shares, at the Effective Time, shares of our Common Stock issued and outstanding immediately prior thereto will be combined, automatically and without any action on the part of our stockholders, into one share of our Common Stock in accordance with the ratio of between 1 for 40 and 1 for 80.

After the Effective Time, our Common Stock will have a new committee on uniform securities identification procedures (“ CUSIP ”) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below.

After the Effective Time, we will continue to be subject to periodic reporting and other requirements of the Exchange Act. Unless our Common Stock is delisted by NASDAQ because of our failure to comply with the $1.00 minimum bid price requirement or the minimum value of listed securities, our Common Stock will continue to be listed on The NASDAQ Capital Market under the symbol “GBSN.”

Procedures for effecting the Reverse Stock Split and Exchange of Stock Certificates

If the Company’s stockholders approve the Reverse Stock Split and the Board determines that it is in the Company’s best interest to effect the Reverse Stock Split, the Reverse Stock Split would become effective at such time as the amendment to the Certificate of Incorporation, the form of which is attached as Appendix C to this Proxy Statement, is filed with the Secretary of State of Delaware or such time and date as stated therein when filed.

As soon as practicable after the effective date of the Reverse Stock Split, the Company will notify its stockholders that the Reverse Stock Split has been implemented. American Stock Transfer & Trust Company, the Company’s transfer agent, will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-Reverse Stock Split shares of our Common Stock will be asked to surrender to the exchange agent certificates representing pre-Reverse Stock Split shares of our Common Stock in accordance with the procedures to be set forth in a letter of transmittal that will be delivered to the Company’s common stockholders. No new certificates will be issued to a stockholder until the stockholder has surrendered to the

exchange agent his, her or its outstanding certificate(s) together with the properly completed and executed letter of transmittal. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO. Stockholders whose shares are held by their stockbroker do not need to submit old share certificates for exchange. These shares will automatically reflect the new quantity of shares based on the Reverse Stock Split. Beginning on the effective date of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.

Effect on Registered and Beneficial Holders of Common Stock

Upon the effectiveness of the Reverse Stock Split, shares of our Common Stock held by stockholders that hold their shares through a broker or other nominee will be treated in the same manner as shares held by registered stockholders that hold their shares in their names. Brokers and other nominees that hold shares of our Common Stock will be instructed to effect the Reverse Stock Split for the beneficial owners of such shares. However, those brokers or other nominees may implement different procedures than those to be followed by registered stockholders for processing the Reverse Stock Split. Stockholders whose shares of our Common Stock are held in the name of a broker or other nominee are encouraged to contact their broker or other nominee with any questions regarding the procedure of implementing the Reverse Stock Split with respect to their shares.

Effect on Registered “Book-Entry” Holders of Our Common Stock

Registered holders of shares of our Common Stock may hold some or all of their shares electronically in book-entry form under the direct registration system for the securities. Those stockholders will not have stock certificates evidencing their ownership of shares of our Common Stock, but generally have a statement reflecting the number of shares registered in their accounts.

Stockholders that hold registered shares of our Common Stock in book-entry form do not need to take any action to receive post-Reverse Stock Split shares. Any such stockholder that is entitled to post-Reverse Stock Split shares will automatically receive, at the stockholder’s address of record, a transaction statement indicating the number of post-Reverse Stock Split shares held following the implementation of the Reverse Stock Split.

Dissenters’ Rights

Our stockholders will not be entitled to dissenters’ rights with respect to the proposed amendment to the Certificate of Incorporation in connection with the Reverse Stock Split.

No Effect on Authorized Preferred Stock

Pursuant to our Certificate of Incorporation, our capital stock consists of a total of 205,000,000 authorized shares, of which 200,000,000 shares, par value $0.0001 per share, are designated as Common Stock and 5,000,000 shares, par value $0.001 per share, are designated as preferred stock. The proposed Reverse Stock Split would not impact the total authorized number of shares of preferred stock or the par value of the preferred stock. See however Proposal V — Authorized Share Increase.

Effect on Dividends

The payment of dividends, including the timing and amount dividends, must be made in accordance with our Certificate of Incorporation and the requirements of the Delaware General Corporation Law (the “ DGCL ”). We cannot assure you that any dividends will be paid in the future on the shares of Common Stock. Any declaration and payment of future dividends to holders of our Common Stock will be at the discretion of our Board and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory future prospects and contractual restrictions applicable to the payment of dividends, and other considerations that our Board deems relevant. The decrease in par value may affect our ability to make dividend payments. Under the DGCL, the aggregate par value must be deducted from the amount available for dividends (the result being “surplus,” out of which dividends can be paid). Accordingly, the reduction in par value contemplated by this proposal would increase our surplus for DGCL purposes, and therefore our potential dividend paying ability.

Accounting Matters

The Reverse Stock Split will change the par value of the shares of our Common Stock and the number of shares of Common Stock issued and outstanding. As a result, as of the effective time of the Reverse Stock Split, the stated capital attributable to the shares of our Common Stock on our balance sheet will be reduced proportionately based on the ratio chosen by the Board for the Reverse Stock Split to reflect the new number of shares outstanding and the new par value, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss will be restated because there will be fewer shares of Common Stock outstanding.

Effect on Our Preferred Shares, Senior Secured Convertible Notes, Options and Warrants

If the Reverse Stock Split is effected, the number of shares of Common Stock issuable upon exercise or conversion of our outstanding preferred shares, stock options (including shares reserved for issuance under the Company’s stock plans) and warrants will be proportionately adjusted by the applicable administrator, using the ratio as the Reverse Stock Split, rounded up to the nearest whole share. In connection with the Reverse Stock Split, the Board or the applicable administrator will implement only applicable technical, conforming changes to the securities, including ratably reducing the authorized shares of Common Stock available for awards under the Company’s stock plans. In addition, the conversion price for each outstanding preferred share and senior secured convertible notes and the exercise price for each outstanding stock option and warrant would be increased in inverse proportion to the split ratio such that upon an conversion or exercise, the aggregate conversion price for conversion of preferred stock or senior secured convertible notes and the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant would remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split.

Interests of Directors and Executive Officers

Our directors and executive officers do not have substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our Common Stock or any other of our securities.

Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of material United States federal income tax consequences of the Reverse Stock Split to holders of our Common Stock. Except where noted, this summary deals only with our Common Stock that is held as a capital asset.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), and United States Treasury regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below.

This summary does not address all aspects of United States federal income taxes that may be applicable to holders of Common Stock and does not deal with non-U.S., state, local or other tax considerations that may be relevant to stockholders in light of their particular circumstances. In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a dealer in securities or currencies; a financial institution; a regulated investment company; a real estate investment trust; an insurance company; a tax-exempt organization; a person holding shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle; a trader in securities that has elected the mark-to-market method of accounting for your securities; a person liable for alternative minimum tax; a person who owns or is deemed to own 10% or more of our voting stock; a partnership or other pass-through entity for United States federal income tax purposes; a person whose “functional currency” is not the United States dollar; a United States expatriate; a “controlled foreign corporation”; or a “passive foreign investment company”).

We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary. No ruling from the Internal Revenue Service or opinion of counsel will be obtained regarding the federal income tax consequences to stockholders as a result of the Reverse Stock Split.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our Common Stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Common Stock, you should consult your own tax advisors.

We believe that the Reverse Stock Split, if implemented, would be a tax-free recapitalization under the Code. If the Reverse Stock Split qualifies as a tax-free recapitalization under the Code, then, generally, for United States federal income tax purposes, no gain or loss will be recognized by the Company in connection with the Reverse Stock Split, and no gain or loss will be recognized by stockholders that exchange their shares of pre-split Common Stock for shares of post-split Common Stock. The post-split Common Stock in the hands of a stockholder following the Reverse Stock Split will have an aggregate tax basis equal to the aggregate tax basis of the pre-split Common Stock held by that stockholder immediately prior to the Reverse Stock Split. A stockholder’s holding period for the post-split Common Stock generally will be the same as the holding period for the pre-split Common Stock exchanged therefor.

Alternative characterizations of the Reverse Stock Split are possible. For example, while the Reverse Stock Split, if implemented, would generally be treated as a tax-free recapitalization under the Code, stockholders whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share may recognize gain for United States federal income tax purposes equal to the value of the additional fractional share. However, we believe that, in such case, the resulting tax liability may not be material in view of the low value of such fractional interest. Stockholders should consult their own tax advisors regarding the characterization of the Reverse Stock Split for United States federal income tax purposes.

Certain Risks Associated with the Reverse Stock Split

The Board believes that the Reverse Stock Split will increase the price level of our shares of Common Stock and, as a result, may enable the Company to have sufficient shares to settle conversions of the 2015 Notes and 2016 Notes and maintain a higher closing bid price on the NASDAQ. There are a number of risks associated with the Reverse Stock Split, including as follow:

THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT.

PROPOSAL V — AUTHORIZED SHARE INCREASE

Introduction

In order to maintain compliance with the 2016 Notes issued pursuant to the 2016 SPA, our Board has unanimously adopted resolutions (1) declaring an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 200,000,000 to 350,000,000 as advisable (such amendment as shown in Appendix C ), and (2) directing that a proposal to approve such Authorized Share Increase be submitted to the holders of our common stock for approval (which is required, among other conditions, for the release of funds from the 2016 Notes restricted accounts).

Why did the Board approve the Authorized Share Increase?

Pursuant to the terms of the 2015 SPA and 2015 Notes, we are required to reserve 120,000,000 shares of common stock for issuance pursuant to the terms of the 2015 Notes and Series D Warrants. Further, pursuant to the terms of the 2016 SPA and the 2016 Notes, we are required to reserve (i) during the period from June 29, 2016 until December 31, 2016, 69,000,000; and thereafter (ii) up to 150,000,000 shares of Common Stock, subject to certain adjustments as set forth in the 2016 SPA

Based on our current authorized capital of 200,000,000 shares of Common Stock, 46,124,986 shares of Common Stock issued and outstanding on August 19, 2016, 120,000,000 shares of common stock reserved for the 2015 Notes and related Series D Warrants, the 69,000,000 shares of Common Stock reserved for the 2016 Notes and related Series H Warrants and 4,768,174 shares of Common Stock reserved for issuance pursuant to our other outstanding warrants, options and preferred stock, we do not currently have sufficient authorized capital to meet our reservation requirements under the 2016 Notes and an authorized share failure has occurred. Upon occurrence of such authorized share failure the Company has seventy-five (75) days to call a special meeting of stockholders to cure the authorized share failure. If the Company cannot cure the authorized share failure (either through the approval by the shareholders of the Reverse Stock Split or the Authorized Share Increase or both) or is otherwise unable to issue shares of common stock upon conversion of the 2016 Notes or exercise of the Series H Warrants, the Company will be required to settle such obligations in cash amounts as calculated pursuant to the terms of those securities.

What is the purpose of the Authorized Share Increase?

The Board recommends the Authorized Share Increase for the following reasons:

What could happen if the stockholders do not approve the Authorized Share Increase?

If the stockholders approve the Authorized Share Increase, does the Company have plans for future issuances of shares of Common Stock?

Given the Company’s current available capital, its cash and cash equivalents, its history of operating at a loss and its need for additional capital to implement its plan of operations, the Company currently anticipates that it will be required to commence an offering of its equity securities in the near future. As of the date of this Proxy Statement, the Company has not entered into any formal agreements with respect to the securities it might offer or the terms and conditions of such offering, but (i) the Company anticipates that the securities it offers might consist of units, shares of Common Stock, Common Stock purchase warrants, convertible debt or other derivative securities of the Company (ii) the Company has recently filed on August 15, 2016 a preliminary S-1 registration statement (333-213144) regarding a proposed unit financing for which the final size of the offering and terms of the securities have not been negotiated and are not settled at this time. Such securities would be offered at a price negotiated at arm’s length under the current market conditions at the time of pricing.

We anticipate that the offering, if conducted, will be an offering of common stock, warrants or a combination thereof. The offering will be made to third party investors, likely pursuant to a best efforts placement agency agreement with a FINRA-registered broker dealer. As of the date of this Proxy Statement, the size, pricing and other terms of the offering have not been determined and there can be no guarantee that we will be able to complete the offering.

We do not believe that we currently have sufficient available capital to fully execute our current strategy through December 31, 2016, particularly if we are required to pay cash penalties for the failure to settle the conversions of the 2015 Notes or the holders of the 2015 Notes defer amortization payments thereby delaying the release of cash from our restricted accounts.

Our current strategy involves significant efforts to expand our customer base and increase our number of available tests and assays. To potentially become profitable, we will need to significantly increase our revenues. We do not expect that sales will increase sufficiently to cover our total costs of operations in 2016 or 2017. We believe additional funding will be required in the near term. It is likely that such funding would require authorized shares beyond what is currently authorized without effecting either the Authorized Share Increase or the Reverse Stock Split. This Proxy Statement does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities.

Approval of the Authorized Share Increase will provide us with the necessary flexibility to raise capital and restructure our capital using equity, if and when the opportunities arise.

If the Authorized Share Increase is approved and we engage in one or more transactions involving the issuance of our equity securities, current stockholders of the Company may be substantially diluted as a result of such future issuances. The amount of potential dilution will be even greater if the Reverse Stock Split is approved and implemented by the Board. See “Proposal IV — Reverse Stock Split” above.

What amendments are being made to the Certificate of Incorporation?

The first paragraph of Article IV.A of the Certificate of Incorporation which currently reads as follows:

“ARTICLE IV.A

The total number of shares of capital stock the Corporation is authorized to issue is Two Hundred and Five Million (205,000,000) shares, consisting of Two Hundred Million (200,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), and Five Million (5,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”).”

shall be amended to read as follows:

“ARTICLE IV.A

The total number of shares of capital stock the Corporation is authorized to issue is Three Hundred and Fifty-Five Million (355,000,000) shares, consisting of Three Hundred and Fifty Million (350,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), and Five Million (5,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”).”

Does the Board recommend approval of the Authorized Share Increase?

Yes. After considering the entirety of the circumstances, the Board has unanimously concluded that the Authorized Share Increase is in the best interests of the Company and its stockholders and the Board unanimously recommends that the Company’s stockholders vote in favor of the Authorized Share Increase.

What vote is required to approve the Authorized Share Increase?

The affirmative vote of the holders of a majority of the outstanding shares of our Common Stock is required to amend our Certificate of Incorporation to effect the Authorized Share Increase. Failures to vote, abstentions and broker “non-votes”, if any, will be the equivalent of a vote AGAINST this proposal.

IF OUR STOCKHOLDERS DO NOT APPROVE THE AUTHORIZED SHARE INCREASE, THE BOARD BELIEVES THAT THE LONG-TERM FINANCIAL VIABILITY OF THE COMPANY COULD BE THREATENED DUE TO (I) THE PENALTIES INCURRED FROM FAILURE TO SETTLE THE CONVERSION OF THE 2015 NOTES AND 2016 NOTES AND (II) THE COMPANY’S INABILITY TO CONSUMMATE FUTURE EQUITY OFFERINGS TO MEET ITS ONGOING EXPENSES. SOME OF THESE CONSEQUENCES MAY BE MITIGATED IF THE REVERSE STOCK SPLIT IS APPROVED AND IMPLEMENTED.

Possible Anti-Takeover Implications of the Authorized Share Increase

The Company has no intent or plan to employ the additional unissued authorized shares as an anti-takeover device. As indicated above, the purpose of the Authorized Share Increase is to ensure that we have sufficient authorized Common Stock to, among other things, consummate future equity financings and attempt to mitigate risk in connection with the conversion of the 2015 Notes and 2016 Notes. However, the Company’s authorized but unissued shares of Common Stock could (within the limits imposed by applicable law, regulation and NASDAQ rules) be issued in one or more transactions that could make a change of control more difficult and therefore more unlikely.

Our Board did not propose the Authorized Share Increase in response to any effort known to our Board to accumulate Common Stock or to obtain control of the Company by means of a merger, tender offer or solicitation in opposition to management. Further, our Board does not currently contemplate recommending the adoption of any other amendments to our Certificate of Incorporation that could be construed as limiting the ability of third parties to take over or effect a change of control.

The issuance in the future of additional authorized shares of Common Stock may have the effect of diluting the earnings or loss per share and book value per share, as well as the ownership and voting rights of the holders of our then-outstanding shares of Common Stock. In addition, an increase in the number of authorized but unissued shares of Common Stock may have a potential anti-takeover effect, as our ability to issue additional shares could be used to thwart persons, or otherwise dilute the stock ownership of stockholders, seeking to control us. The Authorized Share Increase is not being recommended by our Board as part of an anti-takeover strategy.

No Effect on Authorized Preferred Stock

Pursuant to our Certificate of Incorporation, our capital stock consists of a total of 205,000,000 authorized shares, of which 200,000,000 shares, par value $0.0001 per share, are designated as Common Stock and 5,000,000 shares, par value $0.001 per share, are designated as preferred stock. The proposed Authorized Share Increase would not impact the total authorized number of shares of preferred stock or the par value of the preferred stock.

Effect on Dividends

The payment of dividends, including the timing and amount dividends, must be made in accordance with our Certificate of Incorporation and the requirements of the DGCL. We cannot assure you that any dividends will be paid in the future on the shares of Common Stock. Any declaration and payment of future dividends to holders of our Common Stock will be at the discretion of our Board and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory future prospects and contractual restrictions applicable to the payment of dividends, and other considerations that our Board deems relevant.

Interests of Directors and Executive Officers

Our directors and executive officers do not have substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our Common Stock or any other of our securities.

Reservation of Right to Delay the Filing of, or Abandon the Authorized Share Increase

We reserve the right to delay the filing of, or abandon, the Authorized Share Increase without further action by our stockholders at any time before December 31, 2016, even if the Authorized Share Increase has been approved by our stockholders at the Special Meeting. By voting in favor of the Authorized Share Increase, you are expressly also authorizing our Board to delay (until December 31, 2016) or abandon the Authorized Share Increase if it determines, in its sole discretion, that such action is in the best interests of the Company and its stockholders.

The Board will consider whether the Reverse Stock Split (see Proposal IV above) is approved and implemented in determining whether to effect the Authorized Share Increase.

Effective Date

Delaware law and our Certificate of Incorporation require stockholder approval of the amendment effecting the Authorized Share Increase. If the amendment is approved by a majority of the outstanding shares entitled to vote thereon and our Board determines to proceed with the Authorized Share Increase, we will amend Article IV.A to increase the number of authorized Common Stock as described above. The Authorized Share Increase will become effective upon the filing of the Authorized Share Increase with the Delaware Secretary of State. The only change in our Certificate of Incorporation to effect the Authorized Share Increase would be the numeric change required to reflect the increase of the number of authorized shares of our Common Stock.

No Dissenters’ Rights

Our stockholders are not entitled to dissenters’ rights in connection with the Authorized Share Increase. Furthermore, we do not intend to independently provide our stockholders with any such rights.

THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO EFFECT THE AUTHORIZED SHARE INCREASE.

PROPOSAL VI — ACCOUNTANT APPOINTMENT PROPOSAL

General

On July 1, 2016, Mantyla McReynolds, LLC, the Company’s independent registered public accountants, merged with BDO USA, LLP on July 1, 2016. As a result of this transaction, on July 14, 2016, we received notice that instead of Mantyla McReynolds, LLC, BDO USA, LLC would now stand for reappointment as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016. Effective July 18, 2016, the Company, after review and approval of the Company’s Audit Committee, appointed BDO USA, LLC as the Company’s new independent registered public accounting firm for and with respect to the fiscal year ending December 31, 2016.

Mantyla McReynolds, LLC’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2015 and 2014 contained an emphasis paragraph that raised substantial doubt about its ability to continue as a going concern. Other than the going concern matter, the reports of Mantyla on the financial statements of the Company for the fiscal years ended December 31, 2015 and 2014 did not contain any other adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended December 31, 2015 and 2014 and through July 14, 2016, there were no disagreements between the Company and Mantyla on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Mantyla, would have caused Mantyla to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements. During the Company’s past fiscal years ended December 31, 2014 and 2015 and the interim period through July 14, 2016, Mantyla did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recently completed fiscal years and through the date of engagement of BDO USA, LLP, neither the Company nor anyone on behalf of the Company consulted with BDO USA, LLP regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

We are asking the stockholders to ratify the selection BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016. Mantyla McReynolds LLC audited the Company’s financial statements for the fiscal years ended December 31, 2015 and 2014. Even if the selection is ratified, the Board or Audit Committee, in their discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year we determine that such change would be in the best interest of the Company and its stockholders.

Representatives from BDO USA, LLP are not expected to be present at the annual meeting, however, if they are present they will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Principal Accountant Fees and Services

The following table presents fees for professional services rendered by Mantyla McReynolds LLC each of the last two fiscal years for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Forms 10-Q, and fees billed for other services rendered by Mantyla McReynolds LLC during those periods.

		2015				2014
Audit Fees (1)		$	205,771			$	160,871
Audit-Related Fees (2)			154,925				54,167
All Other Fees			—				—
Total		$	360,696			$	215,038

Pre-approval Policies

Our policy has been for the Audit Committee to pre-approve all audit, audit-related and non-audit services performed by our independent auditors and to subsequently review the actual fees and expenses paid to our independent auditors. Accordingly, the Audit Committee pre-approved all audit, audit-related and non-audit services performed by our independent auditors and subsequently reviewed the actual fees and expenses paid to Mantyla McReynolds LLC. The Audit Committee has determined that the fees paid to Mantyla McReynolds LLC for services are compatible with maintaining Mantyla McReynolds LLC’s independence as our auditors.

What vote is required to approve the Accountant Approval Proposal?

A majority of the votes present in person or represented by proxy at the Annual Meeting is required to approve the proposal. Abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the vote for this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE FOR THE PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the proposal.

PROPOSAL VII — ADJOURNMENT PROPOSAL

Introduction

If at the Annual Meeting the number of shares of Common Stock present or represented and voting in favor of either the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase is insufficient to approve the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase, management may move to adjourn, postpone or continue the Annual Meeting in order to enable the Board to continue to solicit additional proxies in favor of the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase.

In this Adjournment Proposal, we are asking you to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning, postponing or continuing the Annual Meeting and any later adjournments. If the stockholders approve the Adjournment Proposal, we could adjourn, postpone or continue the Annual Meeting, and any adjourned session of the Annual Meeting, to use the additional time to solicit additional proxies in favor of the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase. Among other things, approval of the Adjournment Proposal could mean that, even if proxies representing a sufficient number of votes against the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase have been received, we could adjourn, postpone or continue the Special Meeting without a vote on the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase and seek to convince the holders of those shares to change their votes to votes in favor of the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase.

What vote is required to approve the Adjournment Proposal?

The Adjournment Proposal will be approved if a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting votes FOR the proposal. Accordingly, abstentions and broker non-votes, if any, will be counted as votes AGAINST the Adjournment Proposal. No proxy that is specifically marked AGAINST the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase will be voted in favor of the Adjournment Proposal, unless it is specifically marked FOR the discretionary authority to adjourn, postpone or continue the Annual Meeting to a later date.

Why am I being asked to vote on the Adjournment Proposal?

The Board believes that if the number of shares of Common Stock present or represented at the Annual Meeting and voting in favor of the the Series E Warrant Exchange Proposal, the NASDAQ 20% Issuance Proposal, the Reverse Stock Split and/or the Authorized Share Increase are insufficient to approve such proposals, it is in the best interests of the stockholders to enable the Board, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to approve the amendment.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE ADJOURNMENT PROPOSAL.