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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 14 — SUBSEQUENT EVENTS

 

Annual Shareholder Meeting

 

On October 9, 2024, the nominating committee of the Board of Directors (the “Board”) nominated Braeden Lichti as a board member. At the Annual Shareholder Meeting on October 27, 2024, Mr. Lichti along with all other board member nominees was elected to serve as a director until the Company’s annual meeting of stockholders in 2025, or until such person’s successor is duly elected and qualified or until such person’s earlier resignation, death, or removal. All other proposals in the Company’s proxy were also approved.

 

Reverse Stock Split

 

On October 28, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock, effective November 5, 2024 at 12:01 a.m., Eastern Time (the “Effective Time”). The Reverse Stock Split was approved by the Company’s stockholders at the Company’s reconvened annual meeting of stockholders held on October 25, 2024, at a ratio of not less than 1-for-10 and not greater than 1-for-50, with the exact ratio, if approved and effected at all, to be set within that range at the discretion of the board of directors. On October 25, 2024, the Board of Directors approved a ratio of 1-for-50 for the Reverse Stock Split. The Amendment provides that at the Effective Time, every 50 shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time, will automatically be reclassified, without any action on the part of the holder thereof, into one share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof. Equiniti Trust Company is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for Common Stock, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares. Commencing on November 5, 2024, trading of the Company’s Common Stock will continue on the Nasdaq Capital Stock Market on a reverse stock split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 74754R301.

 

New Chairperson of the Audit Committee and Independent Member of the Board

 

On October 8, 2024, the Board of Directors (the “Board”) appointed Braeden Lichti as an independent member of the Board, effective immediately. On October 8, 2024, the Board appointed Robert Lim as the chairperson of the Audit Committee, effective immediately.