Proxy Statement – Form DEF 14A
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(
(
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE & PROXY STATEMENT
2024 Special Meeting of Stockholders
To Our Stockholders:
You are cordially invited to attend the 2024 Special Meeting of Stockholders (the "Special Meeting") of
The Notice of Special Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Special Meeting. Please see the section titled "Who can attend the Special Meeting?" on page 3 of the Proxy Statement for more information about how to attend the meeting online.
Whether or not you attend the Special Meeting, it is important that your shares and votes are represented. Therefore, I urge you to promptly vote. Instructions for how to vote are contained on the enclosed proxy card. You can submit your vote by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in
Thank you for your support.
| Sincerely, | |
| /s/ |
|
| Director and Chief Executive Officer |
Notice of Special Meeting of Stockholders to Be Held
The Special Meeting of Stockholders (the "Special Meeting") of
| ● | To ratify, for purposes of maintaining the Company's listing of its common stock on the |
| ● | To approve an amendment to our Certificate of Incorporation to reduce the number of authorized shares of common stock by 50,000,000 to 450,000,000 shares (the "Authorized Share Proposal"); and |
| ● | To approve a proposal to adjouor postpone the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Authorized Share Proposal. |
Holders of record of the Company's common stock as of the close of business on
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Special Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed retuenvelope. Promptly voting your shares will ensure the presence of a quorum at the Special Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors
| /s/ |
|
| Chief Executive Officer | |
TABLE OF CONTENTS
i
Proxy Statement
This proxy statement (the "Proxy Statement") is furnished in connection with the solicitation by the Board of Directors (the "Board") of
Holders of record of our common stock, par value
The Company completed a 25-for-1 reverse stock split on
The Company will begin mailing, or otherwise make available to stockholders, the Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials and how to vote to stockholders on or about
Proposals
At the Special Meeting, you will be asked:
| ● | To ratify, for purposes of maintaining the listing of the Company's Common Stock on the |
| ● | To approve an amendment to our Certificate of Incorporation to reduce the number of authorized shares of Common Stock by 50,000,000 to 450,000,000 shares (the "Authorized Share Proposal"); and |
| ● | To approve a proposal to adjouor postpone the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Authorized Share Proposal (the "Adjournment Proposal"). |
We know of no other business that will be presented at the Special Meeting. If any other matter properly comes before the stockholders for a vote at the Special Meeting, however, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.
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Recommendations of the Board
The Board recommends that you vote your shares as indicated below. If you retua properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote:
| ● | FOR the Nasdaq Proposal; |
| ● | FOR the Authorized Share Proposal; and |
| ● | FOR the Adjournment Proposal |
If any other matter properly comes before the stockholders for a vote at the Special Meeting, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.
Information About This Proxy Statement
Why you received this Proxy Statement. You are viewing or have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the Special Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the
Printed Copies of Our Proxy Materials. You have received or will receive printed copies of our proxy materials, and instructions regarding how you can vote are contained on the proxy card included in the materials.
Householding. The
If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact the Transfer Agent at 1-800-509-8856 or in writing at
QUESTIONS AND ANSWERS ABOUT THE 2024 SPECIAL MEETING OF STOCKHOLDERS
Who is entitled to vote at the Special Meeting?
The Record Date for the Special Meeting is
How many shares must be present to hold the Special Meeting?
A quorum must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting online or by proxy of the holders of at least 33 1/3% of the Common Stock of the Company issued and outstanding and entitled to vote on the Record Date, or 1,454,344 shares, will constitute a quorum.
2
Who can attend the Special Meeting?
The Company has decided to hold the Special Meeting online. You may attend and participate in the Special Meeting online by visiting the following website: https://web.viewproxy.com/icu/2024. You will be able to vote your shares electronically and submit your written questions prior to and during the meeting through the online website.
If you decide to join the Special Meeting online, we encourage you to access the meeting prior to the start time. Online check-in will begin at
What if a quorum is not present at the Special Meeting?
If a quorum is not present at the scheduled time of the Special Meeting, the Chairperson of the Special Meeting is authorized by our Amended and Restated Bylaws (the "Bylaws") to adjouthe meeting, without the vote of stockholders.
What does it mean if I receive more than one set of proxy materials?
It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.
How do I vote?
Stockholders of Record. If you are a stockholder of record, you may vote:
| ● |
by Internet-You can vote over the Internet at https://web.viewproxy.com/icu/2024 by following the instructions on the proxy card; |
| ● | by Telephone-You can vote by telephone by calling 1-866-868-2739 and following the instructions on the proxy card; |
| ● | by Mail-You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or |
| ● |
at the Meeting-You can use the instructions that accompanied your proxy materials to vote electronically during the meeting. |
Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at
Whether or not you expect to attend the Special Meeting, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. If you submit your proxy ahead of time, you may still decide to attend the Special Meeting and vote your shares at the meeting.
Beneficial Owners of Shares Held in "Street Name." If your shares are held in "street name" through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers.
Can I change my vote after I submit my proxy?
Yes. If you are a registered stockholder, you may revoke your proxy and change your vote:
| ● | by submitting a duly executed proxy bearing a later date; |
| ● | by granting a subsequent proxy through the Internet or telephone; |
| ● | by giving written notice of revocation to the Secretary of the Company prior to or at the Special Meeting; or |
| ● | by voting online at the Special Meeting. |
3
Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Special Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote online at the Special Meeting.
If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Special Meeting or otherwise vote through your bank or broker.
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors. The Board of Directors' recommendations are indicated on page 2 of this Proxy Statement, as well as with the description of each proposal in this Proxy Statement.
Will any other business be conducted at the Special Meeting?
We know of no other business that will be presented at the Special Meeting. If any other matter properly comes before the stockholders for a vote at the Special Meeting, however, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.
Will there be a question-and-answer session during the Special Meeting?
As part of the Special Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted during or prior to the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders that have accessed the Special Meeting as a stockholder by following the procedures outlined above in "Who can attend the Special Meeting?" will be permitted to submit questions during the Special Meeting through the Special Meeting webpage. We have the discretion to decline responses to any questions submitted by stockholders.
Additional information regarding the Q&A session will be available in the "Rules of Conduct" available on the Special Meeting webpage for stockholders that have accessed the Special Meeting as a stockholder by following the procedures outlined above in "Who can attend the Special Meeting?".
How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non- votes be treated?
| Proposal | Votes Required | Effect of Votes Withheld/Abstentions and Broker Non-Votes |
| Proposal 1: Nasdaq Proposal | The affirmative vote of the majority of the votes cast | Abstentions and broker non-votes will have no effect on the outcome of this proposal. |
| Proposal 2: Authorized Share Proposal | The affirmative vote of the majority of the votes cast | Abstentions and broker non-votes will have no effect on the outcome of this proposal. |
| Proposal 3: Adjournment Proposal | The affirmative vote of the majority of the votes cast | Abstentions and broker non-votes will have no effect on the outcome of this proposal. |
What is a "vote withheld" and an "abstention" and how will votes withheld and abstentions be treated?
Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld and abstentions have no effect on the outcome of the Nasdaq Proposal, the Authorized Share Proposal or the Adjournment Proposal.
What is the difference between being a "record holder" and holding shares in "street name"?
A record holder holds shares in his or her name. Shares held in "street name" means shares that are held in the name of a bank or broker on a person's behalf.
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Am I entitled to vote if my shares are held in "street name"?
Yes. If your shares are held by a bank or a brokerage firm, you are considered the "beneficial owner" of those shares held in "street name." If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions.
What are broker non-votes and do they count for determining a quorum?
Generally, broker non-votes occur when shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the approval of issuance of shares of Common Stock. Broker non-votes count for purposes of determining whether a quorum is present.
Where can I find a list of stockholders?
A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Special Meeting for a purpose germane to the meeting by sending an email to Investor Relations at [email protected], stating the purpose of the request and providing proof of ownership of Common Stock. The list of these stockholders will also be available during the Special Meeting or on the instructions that accompanied your proxy materials.
Where can I find the voting results of the Special Meeting?
We plan to announce preliminary voting results at the Special Meeting, and we will report the final results in a Current Report on Form 8-K, which we intend to file with the
Who will be soliciting votes from stockholders?
Our Board is soliciting proxies for use at the Special Meeting. The Company has engaged
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of Common Stock on
| ● | each person known by the Company to be the beneficial owner of more than 5% of outstanding Common Stock; |
| ● | each of the Company's current named executive officers and directors; and |
| ● | all current executive officers and directors of the Company as a group. |
Beneficial ownership is determined according to the rules of the
Common stock issuable upon exercise of warrants or options currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof.
Subject to the paragraph above, the percentage ownership of Common Stock is based on 4,363,031 shares of Common Stock outstanding as of
| Number of Shares Beneficially Owned |
% of Class | |||||||
| Five Percent Holders | ||||||||
| 934,808 | 17.6 | % | ||||||
| 333,020 | 7.3 | % | ||||||
| Directors and Executive Officers (3) | ||||||||
| 57,611 | 1.3 | % | ||||||
| David Green | 10,323 | * | ||||||
| 10,145 | * | |||||||
| 4,892 | * | |||||||
| 3,644 | * | |||||||
| 3,599 | * | |||||||
| - | * | |||||||
| - | * | |||||||
| - | * | |||||||
| All directors and executive officers as a group (9 persons)(9) | 90,214 | 2.1 | % |
| * | Less than 1%. |
| (1) | The securities in the form of warrants to purchase shares of Common Stock are directly held by |
| (2) | Based solely on the Schedule 13D jointly filed by |
| (3) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o |
| (4) | Includes 8,399 shares of Common Stock issuable upon exercise of stock options within 60 days of |
| (5) | Includes 2,660 shares of Common Stock issuable upon exercise of stock options within 60 days of |
| (6) | Includes 1,424 shares of Common Stock issuable upon exercise of stock options within 60 days of |
| (7) | Includes 1,244 shares of Common Stock issuable upon exercise of stock options within 60 days of |
| (8) | Includes 1,424 shares of Common Stock issuable upon exercise of stock options within 60 days of |
| (9) | Excludes the (i) 934,808 shares of Common Stock issuable upon exercise of warrants within 60 days of |
6
Proposal 1: RATIFICATION OF ISSUANCE OF SHARES UPON CONVERSION OF CONVERTIBLE NOTES AND EXERCISE OF WARRANTS
Background and Overview
Securities Purchase Agreement and Stockholder Approval in
On
On
Pursuant to the terms of the Purchase Agreement, at each of the third and fourth closings, the Company could, at its option, issue and sell to the Purchaser (i) additional Convertible Notes, each in a principal amount of
On
First Amendment to Purchase Agreement
On
Also on
7
On
Second Amendment to Purchase Agreement
On
On
On
Convertible Note and Warrant Redemption Agreements
While the Company believed that the entire financing was approved by stockholders at the 2023 Annual Meeting, subsequent due diligence on the Company revealed that the SPA Amendments could present Nasdaq issues. Upon becoming aware of the potential Nasdaq implications of the share and warrant issuances, on
Then on
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What is the Nasdaq Proposal and Why We are Seeking Stockholder Ratification
Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the issuance of securities in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction. While the Company has obtained stockholder approval of the transactions contemplated under the Purchase Agreement, based on discussions with Nasdaq, the Company understands that because of the modifications to the conversion prices of the Convertible Notes, the exercise prices of the Warrants, and the issuance of the Additional Warrants, each as a result of the SPA Amendments and associated letter agreements, and the resulting issuances of additional shares of Common Stock pursuant to the Convertible Notes, the Warrants and the Additional Warrants may not have been entirely covered by the stockholder approval at the 2023 Annual Meeting in accordance with Nasdaq Listing Rule 5635(d).
In the definitive proxy statement for the 2023 Annual Meeting, we sought stockholder approval of purchase agreement and estimated that 985,055 shares would be issued pursuant to the Convertible Notes. We are now requesting that stockholders ratify the issuances of an aggregate number of shares of Common Stock pursuant to the Purchase Agreements, the SPA Amendments and the letter agreements, comprising in the aggregate (i) 1,412,994 shares of Common Stock issued upon conversion of the Convertible Notes as amended by the SPA Amendments, (ii) 118,207 shares of Common Stock issued upon exercises of the Warrants and (iii) 170,625 shares of Common Stock issued upon exercises of the Additional Warrants. Accordingly, Nasdaq has requested that the Company seek ratification of such issuances so that the Company will continue to comply with the Nasdaq continued listing requirement.
Effect on Current Stockholders if the Nasdaq Proposal is Ratified
As discussed above, the Company has already issued the shares and there are no Convertible Notes or Warrants outstanding. Therefore ratification of the Nasdaq Proposal will not change the number of shares outstanding and will not have a dilutive effect on existing stockholders, including the voting power and economic rights of the existing stockholders, and we do not expect that such ratification would result in a decline in our stock price or greater price volatility. The Company is seeking ratification of this proposal for the purpose of satisfying Nasdaq requirements and to maintain the listing of our Common Stock on Nasdaq. If stockholder ratification is obtained, the Common Stock will continue to be listed on Nasdaq and stockholders of the Company will continue to have access to a public market with liquidity and trading volume offered by Nasdaq.
Effect on Current Stockholders if the Nasdaq Proposal is Not Ratified
As discussed above, the Company is seeking ratification of the Nasdaq Proposal for the purpose of maintaining the listing of our Common Stock based on a request by Nasdaq. If stockholder ratification is not obtained, the Common Stock may be delisted from Nasdaq. Failure to maintain Nasdaq listing will not only prevent stockholders from accessing a public trading market with significant liquidity and trading volume, but will also impair materially the Company's ability to raise capital to fund our operations. As discussed elsewhere in the Company's filings with the
Required Vote of Stockholders
This proposal requires that the number of votes cast in favor exceeds the number of votes cast against ratification of this proposal. Abstentions are not considered votes cast and will therefore have no effect on this proposal. Under applicable
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that stockholders vote FOR the ratification of the issuance of shares of Common Stock pursuant to the SPA Amendments.
9
PROPOSAL 2: Approval of an amendment to OUR Certificate of Incorporation to reduce the number of authorized shares of common stock
Our Third Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment on
As of
Purpose of the Authorized Share Amendment
The Company completed a 25-to-1 reverse stock split on
We are mindful of the potential negative effects of a large number of authorized but unissued shares of Common Stock. For instance, future issuances of Common Stock or securities convertible into Common Stock could have a negative impact on our earnings per share and book value per share and would dilute the voting power and ownership of our existing stockholders. In addition, the availability of a substantial number of authorized but unissued shares of Common Stock could, under certain circumstances, discourage or make more difficult efforts to obtain control of us. Further, a
Given the reduced number of outstanding shares of Common Stock, and based on the Board's assessment of the Company's needs to issue additional shares for financing purposes in the near future, the Board determined that it is advisable and prudent to reduce the number of authorized shares of Common Stock by 50,000,000 shares, or from 500,000,000 shares to 450,000,000 shares. Our Board believes 450,000,000 authorized shares of Common Stock will provide us with sufficient flexibility to issue shares of our Common Stock as needed for the foreseeable future. In addition, a reduction to the authorized shares of Common Stock will have the immediate effect of reducing our
Potential Adverse Effects of the Authorized Share Amendment
Although our Board believes 450,000,000 authorized shares of Common Stock will be sufficient for our expected purposes for the foreseeable future, these expectations could tuout to be incorrect and we may require additional authorized shares sooner than we expect. In that case, we would be forced to obtain the approval of our stockholders to effect an increase to our authorized shares of Common Stock. The stockholder approval process can be time-consuming and is subject to a variety of
10
Effectiveness of the Authorized Share Amendment
If the proposed amendment is approved by stockholders, the number of authorized shares of our Common Stock will be decreased from 500,000,000 to 450,000,000. The proposed amendment will not change the par value of the shares of our Common Stock, affect the number of shares of our Common Stock that are outstanding, or affect the rights or privileges of holders of shares of our Common Stock. If the proposed amendment is approved, it will become effective upon the filing of the Certificate of Amendment with the Secretary of State of the
Required Vote of Stockholders
This proposal requires that the number of votes cast in favor exceeds the number of votes cast against approval of this proposal. This proposal is a routine matter, and brokers and other nominees may generally vote in their discretion on routine matters, and therefore broker non-votes are not expected on this proposal. Abstentions are not considered votes cast and will therefore have no effect on this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO REDUCE THE AUTHORIZED SHARES OF COMMON STOCK.
11
PROPOSAL 3: ADJOURNMENT OF SPECIAL MEETING
General
The Adjournment Proposal, if adopted, will allow the Board of Directors to adjouthe Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to you in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Authorized Share Proposal.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by you, the Board of Directors may not be able to adjouthe Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Authorized Share Proposal.
Required Vote of Stockholders
This proposal requires that the number of votes cast in favor exceeds the number of votes cast against approval of this proposal. This proposal is a routine matter, and brokers and other nominees may generally vote in their discretion on routine matters, and therefore broker non-votes are not expected on this proposal. Abstentions are not considered votes cast and will therefore have no effect on this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
12
Stockholders' Proposals
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2025 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at
Stockholders intending to present a proposal at the 2025 annual meeting of stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than the 120th day and not later than the 90th day prior to the anniversary of the preceding year's annual meeting.
In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of Director nominees, other than the Company's nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, to our principal office,
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
Other Matters
Our Board of Directors is not aware of any matter to be presented for action at the Special Meeting other than the matters referred to above and does not intend to bring any other matters before the Special Meeting. However, if other matters should come before the Special Meeting, it is intended that holders of the proxies named on the Company's proxy card will vote thereon in their discretion.
Solicitation of Proxies
The accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of Special Meeting of Stockholders is attached to this Proxy Statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these services. The Company has engaged Alliance, to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Alliance a fee of
Where You Can Find Additional Information
We make available free of charge through our website, seastarmedical.com, our annual reports on Form 10-K and other reports that we file with the
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. YOU MAY ALSO SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.
| By Order of the Board of Directors | |
| /s/ |
|
| Chief Executive Officer | |
13
Appendix A
Third Certificate of Amendment
to the
Third Amended and Restated Certificate of Incorporation
of
1. The name of the Corporation is
2. The Third Amended and Restated Certificate of Incorporation of the Corporation, as amended by the Certificate of Amendment dated as of
"Authorized Shares. The total number of shares of all classes of capital stock, each with a par value of
3. The foregoing amendment has been duly adopted by the board of directors of the Corporation and the Corporation's stockholders, by a majority of the votes cast at the special meeting of stockholders of the Corporation held on
4. This Third Certificate of Amendment shall be effective on ____, 2024 at ____ p.m. EasteTime.
IN WITNESS WHEREOF,
| /s/ | |
| Chief Executive Officer |
A-1
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