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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held
on Thursday, September 17, 2020 at 10:00 a.m. Eastern Time via live webcast at https://web.lumiagm.com/269779073.
The proxy statement and the proxy card are available at www.astproxyportal.com/ast/22704.
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| | Your vote is very important to us. Whether or not you expect to attend the Special Meeting, please complete, date, sign and return the enclosed proxy card, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Special Meeting. Stockholders who attend the virtual Special Meeting should follow the instructions found at the meeting center at https://web.lumiagm.com/269779073 to vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder and register in advance following the instructions provided by your broker, bank or other nominee. | | |
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| | | | | 7 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
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| | Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. | | |
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As of
July 31, 2020 |
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Total shares subject to outstanding stock options
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| | | | 3,819,726 | | |
Weighted-average exercise price per share of outstanding stock options
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| | | $ | 2.01 | | |
Weighted-average remaining term of outstanding stock options
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| | | | 9.5 | | |
Total number of shares of common stock subject to outstanding full value awards
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| | | | 2,470 | | |
Total shares available for grant under the 2015 Plan
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| | | | 33,148 | | |
Total shares available for grant under other equity plans(1)
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| | | | 68,145 | | |
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As of
August 6, 2020 (Record Date) |
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Total common stock outstanding
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| | | | 127,183,109 | | |
Closing price of common stock as reported on the Nasdaq Capital Market
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| | | $ | 1.28 | | |
Key Equity Metrics
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2017
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2018
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2019
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Burn Rate(1)
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| | | | 2.56% | | | | | | 4.28% | | | | | | 7.97% | | |
Overhang(2) | | | | | 9.70% | | | | | | 18.26% | | | | | | 14.93% | | |
Dilution(3) | | | | | 4.47% | | | | | | 2.28% | | | | | | 4.91% | | |
Name and position
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Number of shares(1)
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Lawrence A. Kenyon, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Corporate Secretary
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| | | | — | | |
Terry Dagnon, Chief Operating Officer
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| | | | — | | |
Jeff Evanson, Chief Commercial Officer
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| | | | — | | |
All current executive officers as a group
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| | | | — | | |
All current directors who are not executive officers as a group
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| | | | 105,000(2) | | |
All employees, including all current officers who are not executive officers, as a group
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| | | | — | | |
Name and position
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Number of shares
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Lawrence A. Kenyon, Director, Chief Executive Officer, Chief Financial Officer, Treasurer
and Corporate Secretary |
| | | | 1,290,619 | | |
Terry Dagnon, Chief Operating Officer
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| | | | — | | |
Jeff Evanson, Chief Commercial Officer
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| | | | — | | |
All current executive officers as a group
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| | | | 1,290,619 | | |
All current directors who are not executive officers as a group
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| | | | 1,885,689 | | |
Each nominee for election as a director
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| | | | — | | |
Each associate of any director, executive officer or nominee
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| | | | — | | |
Each other person who received or is to receive 5% of rights under the 2015 Plan
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| | | | — | | |
All employees, including all current officers who are not executive officers, as a group
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| | | | 656,726 | | |
Plan Category
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Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
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Weighted-
average exercise price of outstanding options, warrants and rights ($) |
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Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) |
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | |
2011 Stock Incentive Plan
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| | | | 15,691 | | | | | $ | 49.97(1) | | | | | | —(2) | | |
2015 Equity Incentive Plan
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| | | | 1,390,108(3) | | | | | $ | 3.46(3) | | | | | | 1,309,950(4) | | |
2016 Employee Stock Purchase Plan
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| | | | — | | | | | | — | | | | | | 68,145(5) | | |
Equity compensation plans not approved by security holders: | | | | | | | | | | | | | | | | | | | |
None
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| | | | — | | | | | | — | | | | | | — | | |
Total
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| | | | 1,405,799 | | | | | | | | | | | | 1,378,095 | | |