If we are not in compliance with the minimum bid price requirement by December 18, 2017,February 27, 2023, we wouldcan appeal Nasdaq’s determination to a hearings panel in order to present a plan to regain compliance. There can be requiredno assurances however that we will be granted any relief or additional time to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market,regain compliance with the exception of the minimum bid price requirement to be granted an additional 180-day grace period.  Weand do not believe we will be ablehave certainty that any additional grace period would allow the Company to meet all ofcomply with the initial listing standards of The NASDAQ Capital Market at the time, so we expect to receiveminimum closing bid price requirement unless a delisting notice from NADSAQ.reverse stock split is approved. We believe effectuation of the Reverse Stock Split Proposal maywill help us avoid delisting from The NASDAQNasdaq Capital Market.

Our Board of Directors believes that the delisting of our Common Stockcommon stock from The NASDAQNasdaq Capital Market would result in decreased liquidity and/or increased volatility in our Common Stock,common stock, and a diminution of institutional investor interest in our company.Company. Our Board also believes that a delisting could cause a loss of confidence of potential industry partners, lenders and employees, which could further harm our business and our future prospects.

Our Board of Directors believescontinues to believe that an increased stock price could encourage investor interest and improve the marketability of our Common Stockcommon stock to a broader range of investors, and thus enhance our liquidity. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally, because brokers'brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stock, the current share price of our common stock may result in an investor paying transaction costs that represent a higher percentage of total share value than would be the case if our share price were higher. Our Board of Directors believes that the higher share price resulting from the Reverse Stock Split could enable institutional investors and brokerage firms with such policies and practices to invest in our Common Stock.

Although we expect that the Reverse Stock Split will result in an increase in the market price of our Common Stock,common stock, the Reverse Stock Split may not result in a permanent increase in the market price of our Common Stock,common stock, which is dependent on many factors, including general economic, market and industry conditions and other factors detailed from time to time in the reports we file with the SEC.

Unexpected factors, such as our ability to successfully accomplish our business goals, market conditions and the market perception of our business may adversely affect the market price of our Common Stock.common stock. There can be no assurance that the total market capitalization of our Common Stockcommon stock after the implementation of the Reverse Stock Split will be equal to or greater than the total market capitalization before the Reverse Stock Split or that the per share market price of our Common Stockcommon stock following the Reverse Stock Split will increase in proportion to the reduction in the number of shares of our Common Stockcommon stock outstanding before the Reverse Stock Split.

There can be no assurance that the market price per new share of our Common Stockcommon stock after the Reverse Stock Split will remain unchanged or increase in proportion to the reduction in the number of old shares of our Common Stockcommon stock outstanding before the Reverse Stock Split. For example, based on the closing price of our Common Stockcommon stock on December 6, 2017October 5, 2022 of $0.2297$0.28 per share, if the Board of Directors were to implement the Reverse Stock Split and utilize a ratio of five-to-one, we cannot assure you that the post-split market price of our Common Stockcommon stock would remain greater than $1.00. We are aware that in many cases, the market price of a company'scompany’s shares declines after a reverse stock split is implemented.

Accordingly, the total market capitalization of our Common Stockcommon stock after the Reverse Stock Split, when and if implemented, may be lower than the total market capitalization before the Reverse Stock Split. Moreover, in the future, the market price of our Common Stockcommon stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.

Further, the liquidity of our capital stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares that will be outstanding after the Reverse Stock Split, particularly if the stock price does not remain increased as a result of the Reverse Stock Split. In addition, the proposed Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our Common Stock,common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting sales. If we effect the Reverse Stock Split, the resulting per-share stock price may not attract institutional investors and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our Common Stockcommon stock may not improve.

While the Board of Directors proposes the Reverse Stock Split to bring the price of our Common Stockcommon stock back above $1.00 per share in order to meet the requirements for the continued listing of our Common Stockcommon stock on The NASDAQNasdaq Capital Market, there is no guarantee that the price of our Common Stockcommon stock will not decrease in the future, or that for any other reason our Common Stockcommon stock will not remain in compliance with The NASDAQNasdaq Capital Market listing standards. There can be no guarantee that the closing bid price of our Common Stockcommon stock will remain at or above $1.00 for ten consecutive trading days, which would be required to cure our current listing standard deficiency.

If this proposal is approved and the Reverse Stock Split is effected, the Reverse Stock Split will be realized simultaneously and in the same ratio for all of our issued and outstanding shares of Common Stock.common stock. The immediate effect of the Reverse Stock Split would be to reduce the number of shares of our Common Stockcommon stock outstanding and to increase the per-share trading price of our Common Stock.

However, we cannot predict the effect of any reverse stock split upon the market price of our Common Stockcommon stock over an extended period, and in many cases, the market value of a company'scompany’s common stock following a reverse stock split declines, in many cases, because of variables outside of a company'scompany’s control (such as market volatility, investor response to the news of a proposed reverse stock split and the general economic environment). We cannot assure you that the trading price of our Common Stockcommon stock after the Reverse Stock Split will rise in inverse proportion to the reduction in the number of shares of our Common Stockcommon stock outstanding as a result of the Reverse Stock Split. Also, we cannot assure you that the Reverse Stock Split would lead to a sustained increase in the trading price of our Common Stock.common stock. The trading price of our Common Stockcommon stock may change due to a variety of other factors, including our operating results and other factors related to our business and general market conditions. You should also keep in mind that the implementation of a reverse stock split does not have an effect on the actual or intrinsic value of our business or a stockholder'sstockholder’s proportional ownership in our Company. However, should the overall value of our Common Stockcommon stock decline after the proposed Reverse Stock Split, then the actual or intrinsic value of the shares of our Common Stockcommon stock held by you will also proportionately decrease as a result of the overall decline in value.

Examples of Potential Reverse Stock Split at Various Ratios. The table below provides examples of reverse stock splits at various ratios up to twenty-five-to-one,twenty-to-one, without giving effect to the treatment of fractional shares. The actual number of shares outstanding after giving effect to the Reverse Stock Split, if effected, will depend on the actual ratio that is determined by our Board of Directors in accordance with the Amendment to the Company'sCompany’s Charter.

The resulting decrease in the number of shares of our Common Stockcommon stock outstanding could potentially adversely affect the liquidity of our Common Stock,common stock, especially in the case of larger block trades.

Effects on Ownership by Individual Stockholders.Stockholders. If we implement the Reverse Stock Split, the number of shares of our Common Stockcommon stock held by each stockholder would be reduced by multiplying the number of shares held immediately before the Reverse Stock Split by the appropriate ratio and then rounding down to the nearest whole share. We would pay cash to each stockholder in lieu of any fractional interest in a share to which each stockholder would otherwise be entitled as a result of the Reverse Stock Split, as described in further detail below. The cash amount to be paid to each stockholder would equal the stockholder’s fractional interest in one share of our common stock to which the stockholder would otherwise be entitled, multiplied by the closing sale price of our common stock on The Nasdaq Capital Market on the trading day immediately prior to the effective date of the Reverse Stock Split. The Reverse Stock Split would not affect any stockholder'sstockholder’s percentage ownership interest in our Company or proportionate voting power, except to the extent that interests in fractional shares would be paid in cash.

Effect on Restricted Stock Units, Stock Options, Warrants. In addition, we would adjust all outstanding shares of any restricted stock units, stock options and warrants entitling the holders to purchase shares of our Common Stockcommon stock as a result of the Reverse Stock Split, as required by the terms of these securities. In particular, we would reduce the conversion ratio for each security, and would increase the exercise price in accordance with the terms of each security based on Reverse Stock Split ratio (i.e., the number of shares issuable under such securities would decrease by the ratio, and the exercise price per share would be multiplied by ratio). Also, we would reduce the number of shares reserved for issuance under our existing 2015 Equity Incentive Plan, or the 2015 Plan,equity incentive plans, proportionately based on the ratio of the Reverse Stock Split. The Reverse Stock Split would not otherwise affect any of the rights currently accruing to holders of our Common Stock,common stock, or options or warrants exercisable for our Common Stock.

Other Effects on Issued and Outstanding Shares. If we implement the Reverse Stock Split, the rights pertaining to the issued and outstanding shares of our Common Stockcommon stock would be unchanged after the Reverse Stock Split. Each share of our Common Stockcommon stock issued following the Reverse Stock Split would be fully paid and non-assessable.

Our Board of Directors reserves the right not to file the Amendment to our CharterCertificate without further action by our stockholders at any time before the effectiveness of the filing of the Amendment with the Secretary of State of the State of Delaware, even if the authority to effect the Amendment is approved by our stockholders at the SpecialAnnual Meeting. By voting in favor of the Amendment, you are expressly also authorizing our Board of Directors to delay, not proceed with, and abandon, the proposed Amendment if it should so decide, in its sole discretion, that such action is in the best interests of the Company and its stockholders.

If stockholders approve this proposal and our Board of Directors does not otherwise abandon the Amendment contemplating the Reverse Stock Split, we will file with the Delaware Secretary of State a Certificate of Amendment to our Charter,Certificate, in the form attached to this proxy statement as Appendix A. The Reverse Stock Split will become effective at the time and on the date of filing of, or at such later time as is specified in, the Amendment, which we refer to as the "effective“effective time."” Beginning at the effective time, each certificate representing shares of Common Stockcommon stock will be deemed for all corporate purposes to evidence ownership of the number of whole shares into which the shares previously represented by the certificate were combined pursuant to the Reverse Stock Split.

Upon the Reverse Stock Split, we intend to treat stockholders holding our Common Stockcommon stock in "street“street name,"” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stockcommon stock in "street“street name."” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. If you hold your shares with a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your nominee.

Following the Reverse Stock Split, stockholders holding physical certificates must exchange those certificates for new certificates and a cash payment in lieu of any fractional shares.

The Transfer AgentCompany’s transfer agent will advise registered stockholders of the procedures to be followed to exchange certificates in a letter of transmittal to be sent to stockholders. No new certificates will be issued to a stockholder until the stockholder has surrendered the stockholder'sstockholder’s outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the Transfer Agent.transfer agent. Any old shares submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will automatically be exchanged for new shares. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until requested to do so.

No Appraisal Rights

No appraisal rights are available under the General Corporation Law of the State of Delaware or under our Charter,Certificate, or our Amended and Restated bylawsBylaws, as amended, with respect to the Reverse Stock Split. There may exist other rights or actions under state law for stockholders who are aggrieved by reverse stock splits generally.

The par value of our Common Stockcommon stock would remain unchanged at $0.01 per share after the Reverse Stock Split. Also, our capital account would remain unchanged, and we do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.

Notwithstanding the decrease in the number of outstanding shares following the Reverse Stock Split, our Board of Directors does not intend for this transaction to be the first step in a "going“going private transaction"transaction” within the meaning of Rule 13e-3 of the Exchange Act.

The affirmative vote of holders of at least sixty-six and two-thirds percent (66 2/3%)a majority of the outstanding shares Common Stockcommon stock as of April 14, 2022, the Record Date,record date for the Annual Meeting, is required for approval of this proposal. Therefore, abstentions and broker non-votes will have the same effect as votes against this proposal.

Background of and Rationale for the Proposal

The Board believes that if the number of shares of the Company’s common stock and Preferred Stock outstanding and entitled to vote at the Special Meeting is insufficient to approve Proposal No. One (the Reverse Stock Split Proposal), it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve the Reverse Stock Split (the “Adjournment Proposal”).

In the event that thereAdjournment Proposal, we are insufficient votes,asking stockholders to authorize the holder of any proxy solicited by the Board to vote in personfavor of adjourning or represented by proxy, atpostponing the timeSpecial Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the Special Meeting, and any adjourned session of the Special Meeting, to approve Proposal No. 1,use the Board of Directors may move to adjourn the Special Meeting, if necessary or advisable, in order to enable the Board of Directorsadditional time to solicit additional proxies in favor of the Charter Amendment No. 2.

Additionally, approval of the Adjournment Proposal No. 1. Incould mean that, in the event we receive proxies indicating that a majority of the Boardnumber of Directorsoutstanding shares of our common stock and Preferred Stock, as counted to mirror the common stock votes cast, will ask its stockholders to vote only uponagainst the adjournmentReverse Stock Split, we could adjourn or postpone the Special Meeting without a vote on the proposal and not onuse the other proposals discussedadditional time to solicit the holders of those shares to change their vote in this proxy statement.

The affirmative vote of holders of a majority of the shares of our Common Stock present in person or by proxyvotes cast at the Special Meeting and entitled to vote iswill be required to approve the Adjournment Proposal.

Holders are entitled to one vote for each share of common stock outstanding as of the Record Date, and holders of Preferred Stock are entitled to 100,000 votes for each share of Preferred Stock outstanding as of the Record Date on the Adjournment Proposal. As described in Proposal No. 2.