If our Board determines that the Dissolution is not in our best interests or not in the best
interests of our stockholders, our Board may direct that the Dissolution be abandoned, or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval. After the
Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.
Can the Company
estimate the distributions that the stockholders would receive in the Dissolution?
We cannot predict with certainty the amount of
distributions, if any, to our stockholders. However, based on the information currently available to us and if our stockholders approve the Dissolution, we estimate that there will not be any cash available for distribution to our stockholders in
the Dissolution and, based on our current estimates, we expect that you will not receive any distribution. Notwithstanding the foregoing, we cannot predict the timing or amount of any distributions, as uncertainties as to the ultimate amount of
our liabilities, the operating costs and amounts to be reserved for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty
the actual net cash amount, if any, that may ultimately be available for distribution to stockholders or the timing of any such distributions. Accordingly, you will not know whether there will be any distribution at all, or if there were to be a
distribution, the exact amount of such distribution, when you vote on the proposal to approve the Plan of Dissolution.
Although we
cannot predict the timing or amount of any such distributions, to the extent funds are available for distribution to stockholders, the Board intends to seek to distribute such funds to our stockholders as quickly as possible, as permitted by the
DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to our stockholders. See the section entitled Proposal 1 Approval of the Dissolution Pursuant to the Plan of
Dissolution Estimated Distributions to Stockholders beginning on page 13 of this proxy statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our
stockholders in the Dissolution.
What is the reporting and listing status of the Company?
As previously disclosed, on November 1, 2023, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock
Market LLC (Nasdaq) notifying the Company that it has regained compliance with the minimum closing bid price requirement for continued listing on The Nasdaq Capital Market (the Capital Market) under Nasdaq Listing Rule
5550(a)(2) (the Rule), and as a result, the Companys common stock continues to trade on the Capital Market and the matter is now closed. Previously, on October 27, 2023, the Company received a notice from Nasdaq informing the
Company that Nasdaq had determined that the Company had not regained compliance with the minimum closing bid price requirement for continued listing on the Capital Market under the Rule by October 23, 2023, on which date the second 180-day
compliance period previously afforded to the Company by Nasdaq expired. Accordingly, pursuant to the notice dated October 27, 2023, the Companys common stock was subject to delisting unless the Company timely requested a hearing before
the Nasdaq Hearings Panel to appeal Nasdaqs decision. However, as noted above, the Company received the notice dated November 1, 2023 confirming that the Company had regained compliance with the minimum closing bid price requirement and
that the matter was now closed.
If the Dissolution is approved by our stockholders and if the Board determines to proceed with the
Dissolution, we will close our transfer books at the effective time of the Certificate of Dissolution (the Effective Time). After such time, we will not record any further transfers of our common stock, except pursuant to the provisions
of a deceased stockholders will, intestate succession, or operation of law and we will not issue any new stock certificates, other than replacement certificates. In addition, after the Effective Time, we will not issue any shares of our common
stock upon exercise of outstanding options, warrants, or restricted stock units. As a result of the closing of our transfer books, it is anticipated that distributions, if any, made in connection with the
5