1.
Electing four directors to the Company’s Board of Directors
(the “Board”), each to serve a term of one year;
2.
Amending the Company’s Articles of Incorporation (as
amended, the “Articles”) to increase the number of our authorized shares of common stock from 20,000,000 to 250,000,000;
3.
To authorize the Board to effect a reverse stock split of our
outstanding common stock in a ratio of between one-for-five and one-for-twenty-five, in their sole discretion, without further
stockholder approval, by amending the Company’s Articles of Incorporation, at any time prior to the earlier of (a) the one
year anniversary of this annual meeting; and (b) the date of our 2020 annual meeting of stockholders, provided that all fractional
shares as a result of the split shall be automatically rounded up to the next whole share;
4.
To approve the issuance of such number of shares of common
stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 369 shares of Series C Redeemable Convertible
Preferred Stock (“Series C Preferred Stock”), including shares issuable for dividends and conversion premiums thereon
sold pursuant to that certain Stock Purchase Agreement entered into with an institutional investor on October 29, 2018, and to
approve the terms of such October 2018 Stock Purchase Agreement;
5.
To approve the issuance of such number of shares of common
stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 2,941 shares of Series C Preferred Stock,
including shares issuable for dividends and conversion premiums thereon sold and which may be sold, pursuant to that certain Stock
Purchase Agreement entered into with an institutional investor on November 23, 2018 (and amended on December 3, 2018), and to approve
the terms of such Stock Purchase Agreement (as amended to date, the “November 2018 Purchase Agreement”);
6.
Ratification of an amendment (the “Stock Plan Amendment”)
to the Company’s Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”) to increase the number of shares
of common stock available under the 2014 Plan from 1,600 to 2,500,000 shares;
7.
Ratification of the appointment of Marcum LLP as the Company’s
independent registered public accounting firm for the fiscal year ending March 31, 2019;
8.
Approval of the issuance of up to 40,000 shares of common stock
upon the exercise of warrants to purchase 40,000 shares of common stock granted to our former CEO as part of a Separation and Release
Agreement;
9.
To consider and vote upon a Proposal to authorize our Board,
in its discretion, to adjourn the annual meeting to another place, or a later date or dates, if necessary or appropriate, to solicit
additional proxies in favor of the Proposals listed above at the time of the Annual Meeting; and
10.
To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
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