UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under 240.14a-12 |
DIH HOLDING US, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
DIH HOLDING US, INC.
77
Accord Drive, Suite D-1
Norwell, MA 02061
August 13, 2024
To our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the Annual Meeting) of DIH Holding US, Inc. (the Company, DIH, we, us or our) on Friday, September 6, 2024, at 11:00 a.m., ET. Stockholders will NOT be able to attend the Annual Meeting in-person. This proxy statement includes instructions on how to access the Annual Meeting and how to listen and vote from any location with Internet connectivity. The Company will be holding the Annual Meeting in a virtual meeting format at https://www.cstproxy.com/dih/2024 and via teleconference using the following dial-in information:
Telephone
access (listen-only):
At
the Annual Meeting, stockholders will vote on the following:
The
notice of the Annual Meeting, Proxy Statement, the Annual Report on Form 10-K/A, and Proxy Card from our Board of Directors is
first being mailed to stockholders on or about August 14, 2024.
DIH
Holding US, Inc.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held September 6, 2024
The
2024 Annual Meeting of Stockholders (the Annual Meeting) of DIH Holding US, Inc. (the Company, DIH,
we, us or our) will be held Friday, September 6, 2024, at 11:00 a.m., ET. Stockholders will
NOT be able to attend the Annual Meeting in-person. The proxy statement includes instructions on how to access the Annual Meeting and
how to listen and vote from any location with Internet connectivity. The Company will be holding the Annual Meeting in a virtual meeting
format at
https://www.cstproxy.com/dih/2024
and via teleconference using the following dial-in information:
Telephone
access (listen-only):
At
the Annual Meeting, stockholders will vote on the following:
Please
refer to the Proxy Statement for detailed information on each of the proposals and the Annual Meeting. Your vote is important, and we
strongly urge all stockholders to vote their shares. For most items, including the election of directors, your shares will not be voted
unless you provide voting instructions. We encourage you to vote promptly, even if you plan to attend the Annual Meeting.
The
Board of Directors has fixed July 29, 2024, at the close of business, as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting. Only holders of record of the Companys common stock on that date are entitled
to have their votes counted at the Annual Meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote
at the Annual Meeting will be available for ten days before the Annual Meeting at the Companys principal executive offices for
inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.
Our
Board of Directors unanimously recommends that you vote FOR the Class I Directors Proposal, FOR the Nasdaq
Proposal, FOR the Auditor Ratification Proposal, and FOR the Adjournment Proposal.
The
proxy statement contains important information about the Annual Meeting, the Class I Directors Proposal, the Nasdaq Proposal, the Auditor
Ratification Proposal, and the Adjournment Proposal. Please read it carefully and vote your shares.
After
reading the proxy statement, please promptly mark, sign and date the enclosed proxy card and return it by following the instructions
on the proxy card or voting instruction card or vote by telephone or by Internet. If you attend the annual meeting, you will have the
right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other
nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.
The
notice of the Annual Meeting, Proxy Statement, the Annual Report on Form 10-K/A and Proxy Card from our Board of Directors is
first being mailed to stockholders on or about August 14, 2024.
Norwell,
MA
August
13, 2024
YOUR
VOTE IS IMPORTANT
Your
vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at
the Annual Meeting. If you are a stockholder of record, you may also cast your vote in person at the Annual Meeting. If your shares are
held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote
in person at the Annual Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or
bank how to vote will have the same effect as voting against the proposal.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 6, 2024: This notice
of meeting, the accompany proxy statement, proxy card, the annual report on Form 10-K/A, and any amendments to the Annual Report
on Form 10-K will be available at
https://www.cstproxy.com/dih/2024
. For banks and brokers, the notice of meeting and the accompany
proxy statement are available at
https://www.cstproxy.com/dih/2024
the Annual Report on Form 10-K/A, and any amendments
to the Annual Report on Form 10-K/A will be available at
https://www.cstproxy.com/dih/2024
.
TABLE
OF CONTENTS
DIH
Holding US, Inc.
77
Accord Drive, Suite D-1
ANNUAL
MEETING OF STOCKHOLDERS
This
Proxy Statement is furnished in connection with the solicitation by the Board of Directors of DIH Holding US, Inc. (the Company
or DIH) of proxies to be voted at the 2024 Annual Meeting of Stockholders (the Annual Meeting) which will
be held on Friday, September 6, 2024 at 11:00 A.M., Eastern Time, or at any adjournment or postponement thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement (including the Notice of Annual Meeting of Stockholders)
is first being made mailed to stockholders beginning on or about August 14, 2024.
The
Annual Meeting is being held for the purpose of voting on the following proposals:
Voting
Securities and Quorum Required.
Holders
of record of our Class A common stock, par value $0.0001 per share (the Common Stock) at the close of business on July
29, 2024 (the Record Date) will be entitled to vote on all matters. On the Record Date, we had 40,544,935
shares of Common Stock issued and outstanding. Each share of common stock is entitled to one vote per share. Common Stock is our only
class of voting securities outstanding. Cumulative voting shall not be allowed in the election of directors or any of the proposals being
submitted to the stockholders at the Annual Meeting.
For
the transaction of business at the Annual Meeting a quorum must be present. A quorum consists of not less than one-third of the shares
entitled to vote at the Annual Meeting. In the event there are not sufficient votes for a quorum or to approve any proposals at the time
of the Annual Meeting, the Annual Meeting may be adjourned to a future time and date.
Revocability
of Proxies
You
can revoke your proxy at any time before it is exercised by timely delivery of a properly executed, later-dated proxy, by delivering
a written revocation of your proxy to our Secretary, or by voting at the virtual Annual Meeting via the internet. The method by which
you vote by proxy will in no way limit your right to vote at the Annual Meeting if you decide to attend the meeting virtually. If your
shares are held in the name of a bank or brokerage firm, you must obtain a proxy, executed in your favor, from the bank or broker, to
be able to vote at the Annual Meeting.
No
Dissenters Rights
The
proposed corporate actions on which the stockholders are being asked to vote are not corporate actions for which stockholders of a Delaware
corporation have the right to dissent under the Delaware General Corporation Law (the DGCL).
Recent
Developments
Completion
of the Business Combination.
On February 7, 2024 (the Closing Date), Aurora Technology Acquisition Corp. a Cayman
Island exempted company which migrated and domesticated as a Delaware corporation (ATAK), Aurora Technology Merger Sub,
a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (Merger Sub) and DIH Nevada consummated a previously
announced business combination pursuant to a business agreement dated as of February 26, 2023 (as amended, supplemented or otherwise
modified from time to time, the Business Combination Agreement, and the transactions contemplated thereby, the Business
Combination) following the receipt of the required approval by ATAKs and DIH Nevadas shareholders and the fulfillment
or waiver of other customary closing conditions. In connection with the Closing, ATAK migrated and changed its domestication to become
a Delaware corporation and changed its name to DIH Holding US, Inc. The Common Stock began trading on the Nasdaq Global
Market on February 9, 2024 under the symbol DHAI and the previously-issued public warrants began trading on the Nasdaq
Capital Market on February 9, 2024 under the symbol DHAIW.
Completion
of Private Placement.
On June 6, 2024 DIH entered into a Securities Purchase Agreement with an investor pursuant to which the
investor agreed to purchase
an aggregate of $3,300,000 in principal amount of 8% Original Issue
Discount Senior Secured Convertible Debentures, initially convertible into an aggregate of 660,000 shares of the Common Stock (the Conversion
Shares), at an initial conversion price of $5.00 (the Conversion Price) together with a Warrant to purchase 330,000
shares of Common Stock at a per share exercise price of $5.00 (subject to adjustment), for total gross proceeds of $3.0 million.
The transaction closed on June 7, 2024.
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING
Q:
Why am I receiving these materials?
A:
You have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This
Proxy Statement includes information that we are required to provide to you under Securities and Exchange Commission (SEC)
rules and is designed to assist you in voting your shares. As a stockholder, you are invited to participate in the Annual Meeting and
are requested to vote on the proposals described in this proxy statement.
Q:
What is included in these materials?
A:
These proxy materials include:
Q:
Who is entitled to vote?
A:
Only stockholders of record as of the Record Date shall be entitled to notice of, and to vote at, the Annual Meeting.
Q:
How many shares of Common Stock can vote?
A:
There were 40,544,935 shares of Common Stock outstanding as of the Record Date. Each stockholder entitled to vote at the
Annual Meeting may cast one vote for each share of Common Stock owned by such stockholder as of the Record Date for the Annual Meeting.
Our stockholders do not have the right to cumulate their votes in elections of directors.
Q:
What may I vote on?
A:
You may vote on the following matters:
Q:
Will any other business be presented for action by stockholders at the Annual Meeting?
A:
Management knows of no business that will be presented at the Annual Meeting other than Proposals 1, 2, 3 and 4. If any other matter
properly comes before the Annual Meeting, the persons named as proxies in the accompanying proxy card intend to vote the proxies (which
confer discretionary authority to vote on such matters) in accordance with their judgment on the matter.
Q:
How does the Board recommend that I vote on each of the proposals?
A:
Our Board of Directors unanimously recommends that you vote FOR the Class I Directors Proposal, FOR the
Nasdaq Proposal, FOR the Auditor Ratification Proposal, and FOR the Adjournment Proposal.
Q:
How do I vote my shares?
A:
The answer depends on whether you own your shares of Common Stock of the Company directly (that is, you hold shares that show your
name as the registered stockholder) or if your shares are held in a brokerage account or by another nominee holder.
If
you own shares of the Company directly (i.e., you are a registered stockholder)
: your proxy is being solicited directly
by us, and you can vote by Internet, by telephone, by mail or you can vote at our Annual Meeting. You are encouraged to vote prior to
the Annual Meeting to ensure that your shares will be represented.
If
you sign your proxy card but do not indicate how you wish to vote, the proxies will vote your shares FOR the Class I Directors
Proposal, FOR the Nasdaq Proposal, FOR the Auditor Ratification Proposal, and FOR the Adjournment
Proposal, and, in their discretion, on any other matter that properly comes before the Annual Meeting. Unsigned proxy cards will not
be counted.
If
you wish to vote at the Annual Meeting
, you will be able to vote your shares if you register to attend, and attend (virtually), the
Annual Meeting pursuant to the instructions below.
If
you hold your shares of the Company through a broker, bank or other nominee
: a voting instruction card has been provided to you by
your broker, bank or other nominee describing how to vote your shares. If you receive a voting instruction card, you can vote by completing
and returning the voting instruction card.
Please be sure to mark your voting choices on your voting instruction card before you return
it
. You may also be able to vote by telephone, via the Internet, or at the Annual Meeting, depending upon your voting instructions.
Please refer to the instructions provided with your voting instruction card and see What do I need to do to attend the Annual
Meeting virtually? below for information about voting in these ways. See also What is the effect if I fail to give voting
instructions to my broker or other nominee? below.
Q:
Will I have the same participation rights in this virtual-only stockholder meeting as I would have at an in-person stockholder meeting?
A:
Yes. We have created and implemented the virtual format to facilitate stockholder attendance and participation by enabling stockholders
to participate fully from any location, at no cost. You will, however, bear any costs associated with your Internet access, such as usage
charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders, regardless
of size, resources or physical location, to have direct access to information more quickly, while saving the Company and our stockholders
time and money. We also believe that the online tools we have selected will increase stockholder communication. Both stockholders of
record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the
meeting and vote their shares electronically at the Annual Meeting.
Technical
Difficulties:
There will be technicians ready to assist you with any technical difficulties accessing the Annual Meeting live audio
webcast. Please be sure to check in by 10:45 a.m. EDT on September 6, 2024, (15 minutes prior to the start of the meeting is recommended),
so that any technical difficulties may be addressed before the Annual Meeting live audio webcast begins. If you encounter any difficulties
accessing the webcast during the check-in or meeting time, please email
proxy@continentalstock.com
or call 206-870-8565.
Q:
What is a proxy?
A:
A proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your
proxies Jason Chen and Lynden Bass. They may act together or individually on your behalf and will have the authority to appoint a substitute
to act as proxy. Whether or not you expect to attend the Annual Meeting, we request that you please use the means available to you to
vote by proxy so as to ensure that your shares of Common Stock may be voted.
Q:
How can I vote if I own shares directly?
Many
stockholders do not own shares registered directly in their name, but rather are beneficial holders of shares held in a
stock brokerage account or by a bank or other nominee (that is, shares held in street name). Those stockholders should
refer to How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee? below for instructions
regarding how to vote their shares.
If,
however, your shares are registered directly in your name with our transfer agent, Continental Stock Transfer and Trust Company, you
are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you. You
may vote in the following ways:
Whichever
method you select to transmit your instructions, the proxy holders will vote your shares in accordance with those instructions.
If
you vote without giving specific voting instructions, your shares will be voted:
If
no specific instructions are given, the shares will be voted in accordance with the recommendation of our Board and as the proxy holders
may determine in their discretion with respect to any other matters that properly come before the meeting.
Q:
If I hold my shares in street name, what is the effect if I fail to give voting instructions to my broker or other nominee?
A:
If your shares are held by a broker or other nominee, you
must
provide your broker or nominee with instructions on how to
vote your shares for Proposal 1 and Proposal 2 in order for your shares to be counted. If you hold your shares in one of these ways,
you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker,
bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the
right to direct your broker, bank or other nominee on how to vote your shares. If you hold your shares in street name, your broker, bank
or other nominee has enclosed a voting instruction card for you to use in directing your broker, bank or other nominee in how to vote
your shares. We encourage you to provide voting instructions to your broker, bank or other nominee.
Brokers,
banks or other nominees that are member firms of the New York Stock Exchange (NYSE) and who hold shares in street name
for customers have the discretion to vote those shares with respect to certain matters if they have not received instructions from the
beneficial owners. Brokers, banks or other nominees will have this discretionary authority with respect to routine matters such as Proposals
3 and 4; however, they will not have this discretionary authority with respect to non-routine matters, including Proposals 1 and 2. With
respect to non-routine matters, if beneficial owners do not provide voting instructions, these are called broker non-votes.
In
the event of a broker non-vote, such beneficial owners shares will be included in determining whether a quorum is present, but
otherwise will not be counted. In addition, abstentions will be included in determining whether a quorum is present but otherwise will
not be counted. Thus, a broker non-vote or an abstention will make a quorum more readily obtainable, but a broker non-vote or an abstention
will not otherwise affect the outcome of a vote on a proposal that requires a plurality of the votes cast, and a broker non-vote will
not otherwise affect the outcome of a vote on a proposal that requires a majority of the votes cast. An abstention with respect to a
proposal that requires the affirmative vote of a majority of the outstanding shares will, however, have the same effect as a vote against
the proposal. See What vote is required to approve each proposal? below.
We
encourage you to provide voting instructions to the organization that holds your shares.
Q:
What if I want to change my vote or revoke my proxy?
A:
A registered stockholder may change his or her vote or revoke his or her proxy at any time before the Annual Meeting by attending
and voting at the Annual Meeting, or submitting a later dated proxy card. We will count your vote in accordance with the last instructions
we receive from you prior to the closing of the polls, whether your instructions are received by mail or at the Annual Meeting. If you
hold your shares through a broker, bank or other nominee and wish to change your vote, you must follow the procedures required by your
nominee.
Q:What
is the effect of abstentions and broker non-votes?
A:
Shares not present at the meeting and shares voted WITHHOLD will have no effect on the election of Directors. For the
ratification of the appointment of BDO AG, abstentions will have the same effect as an AGAINST vote. Abstentions and broker
non-votes regarding the Nasdaq Proposal will not be counted as votes cast and, accordingly, will not have an effect on the Nasdaq Proposal.
If you are a beneficial owner and hold your shares in street name in an account at a bank or brokerage firm, it is critical
that you cast your vote if you want it to count in the election of Directors. Under the rules governing banks and brokers who submit
a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine
matters, but not on non-routine matters. Routine matters include the ratification of auditors. Non-routine matters include the election
of Directors. Banks and brokers may not vote on the election of Directors proposal if you do not provide specific voting instructions.
Accordingly, we encourage you to vote promptly, even if you plan to participate in the Annual Meeting. In tabulating the voting results
for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.
Q:
Is my vote confidential?
A:
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your
voting privacy. Your vote will not be disclosed either within the Company or to third parties, except: (1) as necessary to meet applicable
legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy
solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to the Companys
Corporate Secretary.
Q:
What is a quorum?
A:
The holders of one-third of the 40,544,935 shares of Common Stock outstanding as of the Record Date, either present or represented
by proxy, constitutes a quorum. A quorum is necessary in order to conduct the Annual Meeting. If you choose to have your shares represented
by proxy at the Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present
for the purpose of establishing a quorum. If a quorum is not present by attendance the Annual Meeting or represented by proxy, the stockholders
present by attendance at the meeting or by proxy may adjourn the Annual Meeting until a quorum is present. If an adjournment is for more
than 30 days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder
of record entitled to vote at the meeting.
Q:
What vote is required to approve each proposal?
A:
Class I Directors Election Proposal:
A plurality of the votes cast at the Annual Meeting is required for the election of the
Class I directors. This means that the three director nominees with the most votes for a particular director seat are elected to that
seat. You may choose to vote or withhold your vote for such nominees. A properly executed proxy marked WITHHOLD with respect
to the election of a director will not be voted with respect to the director indicated and will have no impact on the election of directors,
although it will be counted for the purposes of determining whether there is a quorum.
Nasdaq
Proposal
. A majority of the shares of stock that are present or represented by proxy and entitled to vote at the Annual Meeting
must be voted in favor of the Nasdaq Proposal A properly executed proxy marked ABSTAIN with respect to the proposal will
not be voted, although it will be counted for the purposes of determining whether there is a quorum. Accordingly, if you choose to ABSTAIN
with respect to either proposal, your abstention has the same effect as a vote AGAINST.
Auditor
Ratification Proposal:
A majority of the shares of stock that are present or represented by proxy and entitled to vote at the
Annual Meeting must be voted in favor of the proposal. A properly executed proxy marked ABSTAIN with respect to the proposal
will not be voted, although it will be counted for purposes of determining the number of shares of Common Stock present or represented
by proxy and entitled to vote. Accordingly, if you choose to ABSTAIN with respect to either proposal, your abstention has
the same effect as a vote AGAINST.
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 3743845
1.
The
Class I Directors Proposal
to consider and vote upon a proposal to elect the following three Class I director
nominees: Jason Chen, Lynden Bass and Dr. Patrick Bruno, who will each serve until the 2027 annual meeting of stockholders or until
his or her successor is duly elected and qualified (we refer to this proposal as the
Class I Directors Proposal
);
2.
The
Nasdaq Proposal
to approve,
as required by, and in accordance with Nasdaq
Listing Rules
5635 (d)
,
the potential issuance of more than 20% of the issued
and outstanding Class A Common Stock the upon conversion of the Companys 8% Original Issue Discount Senior Secured Convertible
Debentures issued in connection with, a private placement pursuant to Rule 506(b) of the Securities Act of 1933, as amended and purchased
on June 6, 2024 by the purchaser identified in the Securities Purchase Agreement and the warrants issued in connection therewith
(we refer to this proposal as the
Nasdaq Proposal
);
3.
The
Auditor Ratification Proposal
to ratify the selection of
BDO AG
as
our independent registered public accounting firm for the fiscal year ending March 31, 2025 (we refer to this proposal as the
Auditor
Ratification Proposal
); and
4.
The
Adjournment Proposal
to transact such other business as may properly be brought before the Annual Meeting or
any adjournment or postponement thereof (we refer to this proposal as the
Adjournment Proposal
).
2
77 Accord Drive, Suite D-1
Norwell, MA 02061
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 3743845
1.
The
Class I Directors Proposal
to consider and vote upon a proposal to elect the following three Class I director
nominees: Jason Chen, Lynden Bass and Dr. Patrick Bruno, who will each serve until the 2027 annual meeting of stockholders or until
his or her successor is duly elected and qualified (we refer to this proposal as the
Class I Directors Proposal
);
2.
The
Nasdaq Proposal
to approve,
as required by, and in accordance with Nasdaq
Listing Rules
5635 (d)
,
the potential issuance of more than 20% of the issued
and outstanding Class A Common Stock the upon conversion of the Companys 8% Original Issue Discount Senior Secured Convertible
Debentures issued in connection with, a private placement pursuant to Rule 506(b) of the Securities Act of 1933, as amended and purchased
on June 6, 2024 by the purchaser identified in the Securities Purchase Agreement and the warrants issued in connection therewith
(we refer to this proposal as the
Nasdaq Proposal
);
3.
The
Auditor Ratification Proposal
to ratify the selection of
BDO AG
as
our independent registered public accounting firm for the fiscal year ending March 31, 2025 (we refer to this proposal as the
Auditor
Ratification Proposal
); and
4.
The
Adjournment Proposal
to transact such other business as may properly be brought before the Annual Meeting or
any adjournment or postponement thereof (we refer to this proposal as the
Adjournment Proposal
).
5.
Such
other matters that may properly come before the Annual Meeting.
3
BY ORDER OF THE BOARD OF DIRECTORS
/s/
Jason Chen
Jason
Chen,
Chairman
and Chief Executive Officer
4
i
Norwell, MA 02061
To Be Held September 6, 2024
1.
The
Class I Directors Proposal
to consider and vote upon a proposal to elect the following three Class I director
nominees: Jason Chen, Lynden Bass and Dr. Patrick Bruno, who will each serve until the 2027 annual meeting of stockholders or until
his or her successor is duly elected and qualified (we refer to this proposal as the
Class I Directors Proposal
);
2.
The
Nasdaq Proposal
to approve,
as required by, and in accordance with Nasdaq
Listing Rules
5635 (d)
,
the potential issuance of more than 20% of the issued
and outstanding Class A Common Stock the upon conversion of the Companys 8% Original Issue Discount Senior Secured Convertible
Debentures issued in connection with, a private placement pursuant to Rule 506(b) of the Securities Act of 1933, as amended and purchased
on June 6, 2024 by the purchaser identified in the Securities Purchase Agreement and the warrants issued in connection therewith
(we refer to this proposal as the
Nasdaq Proposal
);
3.
The
Auditor Ratification Proposal
- to ratify the selection of
BDO AG
as our independent
registered public accounting firm for the fiscal year ending March 31, 2025 (we refer to this proposal as the
Auditor Ratification
Proposal
); and
4.
The
Adjournment Proposal
- to transact such other business as may properly be brought before the Annual Meeting or any adjournment
or postponement thereof (we refer to this proposal as the
Adjournment Proposal
).
1
2
☐
this
Proxy Statement for the Annual Meeting;
☐
a
Proxy Card for the Annual Meeting; and
☐
the
Annual Report on Form 10-K/A.
1.
the
election of three Class I directors who have been nominated to serve on our Board;
2.
the
approval of the Nasdaq Proposal;
3.
the
ratification of the selection of
BDO AG
as our independent registered public accounting
firm for the year ending March 31, 2025; and
4.
any
other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.
3
4
●
By
Mail: Votes may be cast by mail, as long as the proxy card or voting instruction card is
delivered in accordance with its instructions prior to 11:59 p.m., Eastern Time, on September
5, 2024. Stockholders who have received a paper copy of a proxy card or voting instruction
card by mail may submit proxies by completing, signing and dating their proxy card or voting
instruction card and mailing it in the accompanying pre-addressed envelope.
●
By
Phone or Internet: Stockholders may vote by phone or Internet by following the instructions
included in the proxy card they received.
●
FOR
the Class I Directors Proposal.
●
FOR
the Nasdaq Proposal.
●
FOR
the Auditor Ratification Proposal.
●
FOR
the Adjournment Proposal.
5
6