PROPOSAL 2—APPROVAL AMENDMENT TO CERTIFICATE OF AMENDMENT NO. 1 INCORPORATION
TO AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLANINCREASE THE NUMBER OF AUTHORIZED SHARES
GeneralThe Board is seeking stockholder approval of an amendment to our Certificate of Incorporation, which would increase the number of authorized shares of Common Stock from 75,000,000 to 150,000,000. The proposed Certificate of Amendment to the Certificate of Incorporation (referred to in this Proposal 2 as the “Certificate of Amendment”) is attached hereto as Appendix A.
OurThe newly authorized shares of Common Stock would have the same rights as the currently outstanding shares of our Common Stock. As of March 31, 2023, 41,377,867 shares of our Common Stock were issued and outstanding, 193,960 shares were subject to outstanding restricted stock awards, 8,180,855 options to purchase shares of our Common Stock were issued and outstanding under our Amended and Restated 2019 Omnibus Incentive Plan, was approved by5,354,449 shares of our BoardCommon Stock were reserved for future issuance under our equity compensation plans, and 4,555,943 shares of Directors on February 10, 2021, our stockholders on February 24, 2021, and the plan became effectiveCommon Stock were reserved for issuance upon the closingexercise of outstanding stock purchase warrants. Additionally, we may issue additional shares of our initial public offering (the “Omnibus Plan”). AsCommon Stock through our ATM Agreement with B. Riley Securities, Inc. Accordingly, 59,469,114 of March 31, 2022, 55,822the 75,000,000 authorized shares remainedof our Common Stock are currently issued or reserved while 15,530,886 of the authorized shares of our Common Stock remain available for issuance underfuture issuance.
Reasons for the Omnibus Plan. OurIncrease in Authorized Shares
The Board believes that the increase in authorized shares would be beneficial for the following reasons:
Ensure that an adequate number of Directors has determined that this remaining amount is insufficientshares are available for potential future corporate purposes. An increase in the number of authorized shares of our Common Stock enables us to meet the Company’s equity compensation requirements onhave a forward going basis.
On April 15, 2022, our Board of Directors approved and adopted Amendment No. 1 of the Omnibus Plan, described in this proposal (the “Omnibus Plan Amendment”), subject to shareholder approval. If approved by our shareholders, the Omnibus Plan Amendment will increase thesufficient number of shares available for a variety of possible future corporate purposes, including issuance of stock under existing equity compensation plans. However, we have no plans, arrangements, or understandings to issue any of the Omnibus Plannewly issued authorized shares for any purpose at this time.
Enable equity transactions to raise additional capital. The availability of additional shares of our Common Stock will permit us to raise capital through equity transactions. Any such additional capital may be used for a variety of purposes including general corporate and working capital purposes. Except for the $44.8 million of Common Stock remaining available to be sold under our ATM Agreement with B. Riley Securities, Inc., we have no plans, arrangements or understandings for any equity financing transactions at this time.
Implementation of the Authorized Share Increase
Following stockholder approval of this proposal, the authorized share increase would be implemented by 6,000,000 shares. The Omnibus Planour filing the Certificate of Amendment also amendswith the Omnibus PlanSecretary of State of the State of Delaware. However, at any time prior to increase the numbereffectiveness of shares that are available for issuance under the Omnibus Plan as incentive stock optionsfiling of the Certificate of Amendment with the Secretary of State of the State of Delaware, the Board reserves the right to abandon this proposal and to not file the Certificate of Amendment, even if approved by the same amount.
A copystockholders of the Omnibus Plan Amendment is attached as Appendix A to this Proxy Statement. The material terms ofCorporation, if the Omnibus Plan, assuming the approval of the Omnibus Plan Amendment, are summarized below under the heading “Material Features of the Omnibus Plan.” This summary of the Omnibus Plan is not intended to be a complete description of the Omnibus Plan and is qualifiedBoard, in its entirety bydiscretion, determines that such amendment is no longer advisable and in the actual text of the Omnibus Plan, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 17, 2021 and declared effective on March 22, 2021.
Reasons for the Amendment
The purpose of the Omnibus Plan Amendment is to provide the Company with sufficient flexibility to continue to use the Omnibus Plan to further the Company’s compensation philosophy and programs. Our Board of Directors believes that thebest interests of the Company and our shareholders will be advanced if we can continue to offer our officers, non-employee directors, key employees, consultants and advisors the opportunity to acquireCorporation or increase a direct ownership interest in the operations and future success of the Company. In addition, the ability to obtain and retain new quality personnel by offering competitive compensation is of great importance to the success of the Company. However, our Board of Directors has determined that the current number of shares authorized for issuance under the Omnibus Plan is insufficient for the stated objectives of the Omnibus Plan. The Omnibus Plan Amendment will increase the number of shares available for issuance under the Omnibus Plan by 6,000,000 shares.its stockholders.
Vote Required for Approval
The affirmative vote of the holders ofstockholders holding a majority of the voting power of the votingoutstanding stock present in person or represented by proxy and entitled to vote thereon is required to approve and adopt the Omnibus PlanCertificate of Amendment.
Board Recommendation
OurThe Board of Directors recommends that our shareholdersthe stockholders vote “FOR”“FOR” the approval and adoption of the Omnibus PlanCertificate of Amendment
Material Features of the Omnibus Plan
Administration of the Plan
Our Board of Directors has such powers and authorities related to the administration of the Omnibus Plan as are consistent with our corporate governance documents and applicable law. Pursuant to its charter, the Omnibus Plan is administered by our Compensation Committee (the “Administrator”).
Type of Awards
The following types of awards are available for grant under the Omnibus Plan: incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), cash- or stock-based performance awards and other stock-based awards.