What If I Receive More Than One Proxy Card?
You may receive more than one proxy card or voting instruction form if you hold your shares in more than one account, which may be in registered form or held
in street name. Please vote in the manner described under How Do I Vote and When is the Deadline for Voting? for each account to ensure that all of your shares are voted.
What Vote is Required to Approve Each Proposal?
Proposal 1, the Reverse Stock Split Proposal: The approval of the Reverse Stock Split Proposal requires the affirmative vote of the majority of the
voting power of the outstanding shares of our Common Stock entitled to vote on the proposal.
Proposal 2, the Adjournment Proposal: The approval of
the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by the holders of our Common Stock present in person (via live webcast) or represented by proxy at the Special Meeting and entitled to vote on the proposal.
What is a Quorum and How are Votes Counted?
We need
a quorum of stockholders to hold our Special Meeting. The presence, in person (via live webcast) or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting is necessary to constitute a
quorum to transact business. Your shares will be counted towards the quorum only if a valid proxy or vote is submitted with respect to such shares or you attend the meeting in person (via live webcast). Shares represented by abstentions and broker non-votes will be counted in determining whether there is a quorum for the Special Meeting.
Votes will be counted by
Broadridge Financial Solutions, Inc., the inspector of election appointed for the Special Meeting, who will separately count For and Against votes, abstentions and broker
non-votes. Abstentions and broker non-votes will not be counted towards the vote total for any proposal. Because abstentions and broker non-votes are not counted as votes cast, they will not affect the outcome of the vote on Proposal 2. Because the voting standard for Proposal 1 is a majority of the voting power of the outstanding shares of Common
Stock entitled to vote on the proposal, abstentions and broker non-votes will have the effect of a vote Against the proposal.
Will choosing not to vote my shares have the same effect as casting a vote against the Reverse Stock Split Proposal or any Adjournment Proposal?
No. If you prefer that the Reverse Stock Split Proposal or any Adjournment Proposal not be approved, you should cast your vote against the proposal. Approval
of the Reverse Stock Split Proposal requires the affirmative vote of the majority of the voting power of the outstanding shares of our Common Stock entitled to vote on the proposal, assuming a quorum is present. The approval of the Adjournment
Proposal requires the affirmative vote of the majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the proposal.
How Can I Find Out the Results of the Voting at the Special Meeting?
Preliminary voting results will be announced at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Special Meeting.
Attending the Special Meeting
The Special Meeting will be held on , 2023 at A.M., Pacific time via live webcast. We adopted a
virtual format for our Special Meeting to make participation more convenient, safe and accessible for our stockholders regardless of their location.
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