Board Discretion to Effect the Reverse Stock Split
If the Reverse Stock Split Proposal is approved by our stockholders, the Reverse Stock Split will only be effected upon a determination by the Board, in its
sole discretion, that filing the Reverse Stock Split Charter Amendment to effect the Reverse Stock Split is in the best interests of our Company and stockholders. This determination by the Board will be based upon a variety of factors, including
those discussed under Determination of the Reverse Stock Split Ratio above. We expect that the primary focus of the Board in determining whether or not to file the Reverse Stock Split Charter Amendment will be whether we
will be able to obtain and maintain of a continued price of at least $1.00 per share of our Common Stock on The Nasdaq Capital Market without effecting the Reverse Stock Split.
Effective Time of the Reverse Stock Split
If the
Reverse Stock Split Proposal is approved by our stockholders, the Reverse Stock Split would become effective, if at all, when the Reverse Stock Split Charter Amendment is filed with the office of the Secretary of State of the State of Delaware or at
the effective time set forth in the Reverse Stock Split Charter Amendment. However, notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the Board will have the sole authority to elect whether or not and when to amend
our Charter to effect the Reverse Stock Split; provided, however, the implementation of such amendment, if at all, shall be before October 30, 2024.
Mechanics of the Reverse Stock Split
If the Reverse
Stock Split is approved and effected, beginning on the effective date of the Reverse Stock Split, each stockholders pre-split shares will, for all corporate purposes, be deemed to represent,
respectively, only the number of post-split shares.
In connection with the Reverse Stock Split, the CUSIP number for the common stock will change from
its current CUSIP number.
Holders of Common Stock hold shares electronically in book-entry form under the direct registration system for securities. They
do not have stock certificates evidencing their ownership. They are, however, provided with a statement reflecting the number of shares of Common Stock registered in their accounts. Accordingly, you do not need to take any action to receive your
post-split shares.
Appraisal Rights
Under the
Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenters rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.
Regulatory Approvals
The Reverse Stock Split will not be
consummated, if at all, until after approval of our stockholders is obtained. We are not obligated to obtain any governmental approvals or comply with any state or federal regulations in order to effect the Reverse Stock Split other than the filing
of the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware.
Accounting Treatment of the Reverse Stock Split
If the Reverse Stock Split is effected, the par value per share of our Common Stock will remain unchanged at $0.0001. Accordingly, on the effective
date of the Reverse Stock Split, the stated capital on our consolidated balance sheets attributable to our Common Stock will be reduced in proportion to the size of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital
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