EX-99.2 4 d365321dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours - a QUICK Day, 7 Days a Week EASY or by Mail TYME TECHNOLOGIES, INC. to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you card marked, . Votes signed, submitted dated and electronically returned your over proxy the Internet Time, on September must be received 14, 2022 by 11:59 p.m., Eastern INTERNET www.cstproxyvote – .com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online special meeting, you will need your 12 digit control number to vote electronically at the special meeting https://www . To attend .cstproxy the .special com/tymeinc/2022 meeting, visit: PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY . MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PROXY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Please mark your votes like this THE BOARD OF DIRECTORS OF TYME TECHNOLOGIES, INC. RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 AND 4. ALL OF THE PROPOSALS ARE PROPOSALS OF THE COMPANY. Proposal 1. Adoption of the Merger Agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/ prospectus. FOR AGAINST ABSTAIN Proposal 2. Approve, on a non-binding advisory basis, merger-related compensation payable to Tyme’s named executive officers. FOR AGAINST ABSTAIN Proposal 3. Approval of an amendment to Tyme’s amended and restated certificate of incorporation in the form attached as Annex K to the accompanying joint proxy statement/prospectus, to effect 1-for-15 and not more than 1-for-75, such ratio and the implementation and timing of the reverse stock split to be determined in the discretion of Tyme’s board of directors. FOR AGAINST ABSTAIN Proposal 4. Consider and vote upon an adjournment of the Tyme Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2 and 3 or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Tyme common stock. FOR AGAINST ABSTAIN CONTROL NUMBER Signature_____ Signature, if held jointly_____ Date____, 2022. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.


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Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders To view the Joint Proxy Statement /Prospectus and 2022 Annual Report to Stockholders and attend the Special Meeting, please go to: https://www.cstproxy.com/tymeinc/2022 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TYME TECHNOLOGIES, INC. The undersigned appoints Richard Cunningham and James Biehl, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Tyme Technologies, Inc. held of record by the undersigned at the close of business on August 8, 2022 at the Special Meeting of Stockholders of Tyme Technologies, Inc. to be held on September 15, 2022 at 11:00 AM (Eastern Time), or at any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO CONTRARY DIRECTION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1, 2, 3 AND 4, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. ALL OTHER PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED TO VOTE SHARES OF COMMON STOCK AT THE SPECIAL MEETING ARE EXPRESSLY REVOKED. (Continued, and to be marked, dated and signed, on the other side)