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 26, 2025
To our Stockholders:
You are cordially invited to attend a special meeting (the Special Meeting) of the stockholders of DIH Holding US, Inc. (the Company, DIH, we, us or our) on September 25, 2025, at 11:00 a.m., ET. Stockholders will NOT be able to attend the Special Meeting in-person. This proxy statement includes instructions on how to access the Special Meeting and how to listen and vote from any location with Internet connectivity. The Company will be holding the Special Meeting in a virtual meeting format at https://www.cstproxy.com/dih/sm2025 and via teleconference using the following dial-in information:
Telephone
access (listen-only):
At
the Special Meeting, stockholders will vote on the following:
The
notice of the Special Meeting from our Board of Directors is first being mailed to stockholders on or about August 26, 2025.
DIH
Holding US, Inc.
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
To
Be Held September 25, 2025
The
Special Meeting of Stockholders (the
Special Meeting
) of DIH Holding US, Inc. (the Company, DIH,
we, us or our) will be held September 25, 2025, at 11:00 a.m. ET. Stockholders
will NOT be able to attend the Special Meeting in-person. The proxy statement includes instructions on how to access the Special Meeting
and how to listen and vote from any location with Internet connectivity. The Company will be holding the Special Meeting in a virtual
meeting format at https://www.cstproxy.com/dih/sm2025 and via teleconference using the following dial-in information:
Telephone
access (listen-only):
At
the Special Meeting, stockholders will vote on the following:
Please
refer to the Proxy Statement for detailed information on each of the proposals and the Special 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 Special Meeting.
The
Board of Directors has fixed August 18, 2025, at the close of business, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Special Meeting. Only holders of record of the Companys Common Stock on that date are
entitled to have their votes counted at the Special Meeting or any adjournment thereof. A complete list of stockholders of record entitled
to vote at the Special Meeting will be available for ten days before the Special Meeting at the Companys principal executive offices
for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.
Our
Board of Directors unanimously recommends that you vote FOR the New Debenture NASDAQ Proposal, FOR the Original
Debenture Base Conversion Price Reduction Proposal, FOR the Additional Investment Right Proposal, FOR the
Reverse Stock Split Proposal, and FOR the Adjournment Proposal.
The
proxy statement contains important information about each of the Proposals. 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 special 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 Special Meeting from our Board of Directors is first being mailed to stockholders on or about August 26, 2025.
Norwell,
MA
August
26,
2025
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 Special Meeting. If you are a stockholder of record, you may also cast your vote in person at the Special 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 Special 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 Special Meeting of Stockholders to be held on September 25, 2025:
This notice of meeting, the accompany proxy statement and proxy card will be available at https://www.cstproxy.com/dih/sm2025.
For banks and brokers, the notice of meeting and the accompany proxy statement are available at https://www.cstproxy.com/dih/sm2025.
TABLE
OF CONTENTS
DIH
Holding US, Inc.
77
Accord Drive, Suite D-1
SPECIAL
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 Special Meeting of Stockholders (the
Special Meeting
)
which will be held on September 25, 2025 at 11:00 A.M. Eastern Time, or at any adjournment or postponement thereof, for
the purposes set forth in the accompanying Notice of Special Meeting of Stockholders. This Proxy Statement (including the Notice of Special
Meeting of Stockholders) is first being made mailed to stockholders beginning on or about August 26, 2025.
The
Special 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 August
18, 2025 (the Record Date) will be entitled to vote on all matters. On the Record Date, we had 52,316,314 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.
For
the transaction of business at the Special Meeting a quorum must be present. A quorum consists of not less than a majority of the shares
entitled to vote at the Special Meeting. In the event there are not sufficient votes for a quorum or to approve any proposals at the
time of the Special Meeting, the Special 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 Special Meeting via the internet. The method by which
you vote by proxy will in no way limit your right to vote at the Special 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 Special 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
).
BACKGROUND
On
August 7, 2025 DIH entered into a Securities Purchase Agreement (the
Securities Purchase Agreement
) with an investor
pursuant to which the investor agreed to purchase
an aggregate of $2,222,222 in principal amount
of 8% Original Issue Discount Convertible Debenture (the
2025 Debenture
), initially convertible into an aggregate
of 8,888,888 shares of the Common Stock (the Conversion Shares), at an initial conversion price of $0.25 (the
Conversion
Price
) for total gross proceeds of $2.0 million. The Conversion Price is subject to adjustment as set forth in the Debenture.
The transaction closed on August 7, 2025. In connection with the execution of the Securities Purchase Agreement and the 2025 Debenture,
the Company also issued a warrant to the investor to purchase up to an additional 8,888,888 shares of Common Stock at an initial exercise
price of $0.25 per share. The Warrant is not exercisable until February 1, 2026.
The
Company had previously entered into a similar convertible note transaction with the same investor in June 2024 (the
Original
Debenture
and the securities purchase agreement in connection therewith the
Original Securities Purchase Agreement
).
At the annual meeting of stockholders of the Company held on September 6, 2024, stockholders of the Company approved the potential issuance
of 20% or more of the Companys outstanding shares in connection with that transaction.
In
the Securities Purchase Agreement, the Company agreed to take certain actions requiring stockholder approval. Specifically, it agreed
to seek stockholder approval of the potential issuance of 20% or more of the Companys outstanding shares pursuant to Nasdaq Listing
Rule 5635(d) (Proposal 1). The Company also agreed to seek stockholder approval to amend the Original Debentur
e
and related common stock purchase warrants to reduce the base conversion price and warrant exercise price to be the same
as the base conversion price of the 2025 Debenture (Proposal 2). Further, the Company agreed to seek stockholder approval to amend the
additional investment right in the Original Securities Purchase Agreement to reduce the price at which such additional investments may
be made and extend the deadline for exercising the right. (Proposal 3). Lastly, the Company agreed to seek stockholder approval for a
reverse stock split (Proposal 4).
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL 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 Special 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 Special 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 Special Meeting.
Q:
How many shares of Common Stock can vote?
A:
There were 52,316,314 shares of Common Stock outstanding as of the Record Date. Each stockholder entitled to vote at the Special
Meeting may cast one vote for each share of Common Stock owned by such stockholder as of the Record Date for the Special 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 Special Meeting?
A:
Management knows of no business that will be presented at the Special Meeting other than Proposals 1, 2, 3, 4 and 5. If any other
matter properly comes before the Special 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 New Debenture Nasdaq Proposal, FOR
the Original Debenture Base Conversion Price Reduction Proposal, FOR the Additional Investment Right Amendment Proposal
FOR the Reverse Stock Split 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 Special Meeting. You are encouraged to vote prior to
the Special 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 New Debenture
Nasdaq Proposal, FOR the Original Debenture Base Conversion Price Reduction Proposal, FOR the Additional
Investment Right Proposal, FOR the Reverse Stock Split Proposal, and FOR the Adjournment Proposal, and, in
their discretion, on any other matter that properly comes before the Special Meeting. Unsigned proxy cards will not be counted.
If
you wish to vote at the Special Meeting
, you will be able to vote your shares if you register to attend, and attend (virtually),
the Special 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 Special 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 Special
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 Special 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 Special Meeting via live audio webcast, submit their questions during
the meeting and vote their shares electronically at the Special Meeting.
Technical
Difficulties:
There will be technicians ready to assist you with any technical difficulties accessing the Special Meeting live audio
webcast. Please be sure to check in by 10:45 a.m. ET on September 25, 2025, (15 minutes prior to the start of the meeting
is recommended), so that any technical difficulties may be addressed before the Special 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 Special 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 Proposals 1 - 4 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
5; however, they will not have this discretionary authority with respect to non-routine matters, including Proposals 1-4. 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 Special Meeting by attending
and voting at the Special 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 Special 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
.
Abstentions and broker non-votes regarding any of the Proposals will not be counted as votes cast and, accordingly, will not have any
effect on the foregoing proposals. 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 New Debenture Nasdaq Proposal, the Original
Debenture Base Conversion Price Reduction Proposal, the Additional Investment Right Amendment Proposal and the Reverse Stock Split Proposal.
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 Adjournment Proposal.
Non-routine matters include each of Proposals 1-4. Accordingly, we encourage you to vote promptly, even if you plan to participate in
the Special 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 a majority of the 52,316,314 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 Special Meeting. If you choose to have your shares represented
by proxy at the Special 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 at the Special Meeting or represented by proxy, the
stockholders present by attendance at the meeting or by proxy may adjourn the Special 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:
New Debenture Nasdaq Proposal:
A majority of the votes cast by holders of shares of stock that are entitled to vote at the
Special Meeting must be voted in favor of the New Debenture 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 any proposal, your abstention will have no effect on the proposal.
Original
Debenture Base Conversion Price Reduction Proposal:
A majority of votes cast by holders the shares of stock that are entitled
to vote at the Special Meeting must be voted in favor of the Original Debenture Base Conversion Price Reduction Proposal. A properly
executed proxy marked ABSTAIN with respect to the proposal will not have any impact on the proposal.
Additional
Investment Right Amendment Proposal:
A majority of votes cast by holders the shares of stock that are entitled to vote at the
Special Meeting must be voted in favor of the Additional Investment Right Amendment Proposal. A properly executed proxy marked ABSTAIN
with respect to the proposal will not have any impact on the proposal.
Reverse
Stock Split Proposal
. Under recent amendments of Delaware law, for a corporation that is listed on a national securities exchange,
approval of a reverse stock split may be approved by a majority of the votes cast as long as the effect of the reverse stock split would
not be to reduce the number of holders below the number required under continued listing standards. As the Company intends on rounding
up any fractional shares resulting from the reverse stock split, it will not have any impact on the number of holders. As such, a majority
of the votes cast by holders of shares of stock that are entitled to vote at the Special Meeting must be voted in favor of the Reverse
Stock Split Proposal. A properly executed proxy marked ABSTAIN with respect to the proposal will not have any impact on
the proposal.
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: 6075702#
1.
The
New Debenture Nasdaq Proposal
to approve,
as required by, and in accordance
with Nasdaq Listing Rules
5635 (d)
,
the potential issuance of more than 19.99%
of the issued and outstanding Class A Common Stock (the
Common Stock
) upon conversion of the Companys
8% Original Issue Discount Senior Secured Convertible Debentures (the New Debentures) issued in connection with a private
placement pursuant to Rule 506(b) of the Securities Act of 1933, as amended, and purchased by the purchaser identified in the Securities
Purchase Agreement dated August 7, 2025. We refer to this proposal as the
New Debenture Nasdaq Proposal
);
2.
The
Original Debenture Base Conversion Price Reduction Proposal
to approve a reduction of the base conversion price of the
Companys 8% Original Issue Discount Senior Secured Convertible Debentures (the
Original Debentures
) and
related common stock purchase warrants issued in connection with a private placement pursuant to Rule 506(b) of the Securities
Act of 1933 and purchased by the purchaser identified in the Securities Purchase Agreement dated June 6, 2024 (the
Original
Debentures Securities Purchase Agreement
). We refer to this proposal as the
Original Debenture Base Conversion
Price Reduction Proposal
.
3.
The
Original Debenture Additional Investment Right Amendment Proposal
to approve an amendment to Section 4.17(b) of the Original
Debentures Securities Purchase Agreement to reduce the price at which such additional investments may be made and extend the deadline
for exercising the right. We refer to this proposal as the
Additional Investment Right Amendment Proposal
.
4.
The
Reverse Stock Split Proposal
to approve an amendment of the Companys Amended and Restated Certificate of
Incorporation dated February 7, 2024 to effect a reverse stock split of the Companys Class A Common Stock. We refer to this
proposal as the
Reverse Stock Split Proposal
);
5.
The
Adjournment Proposal
to transact such other business as may properly be brought before the Special Meeting or
any adjournment or postponement thereof. We refer to this proposal as the
Adjournment Proposal
.
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: 6075702#
1.
The
New Debenture Nasdaq Proposal
to approve,
as required by, and in accordance
with Nasdaq Listing Rules
5635 (d)
,
the potential issuance of more than 19.99%
of the issued and outstanding Class A Common Stock (the Common Stock) upon conversion of the Companys 8% Original
Issue Discount Senior Secured Convertible Debentures (the
New Debentures
) issued in connection with a private
placement pursuant to Rule 506(b) of the Securities Act of 1933, as amended, and purchased by the purchaser identified in the Securities
Purchase Agreement dated August 7, 2025 (we refer to this proposal as the
New Debenture Nasdaq Proposal
);
2.
The
Original Debenture Base Conversion Price Reduction Proposal
to approve a reduction of the base conversion price of the
Companys 8% Original Issue Discount Senior Secured Convertible Debentures (the
Original Debentures
) and
related common stock purchase warrants issued in connection with a private placement pursuant to Rule 506(b) of the Securities
Act of 1933, as amended and purchased by the purchaser identified in the Securities Purchase Agreement (the
Original Debentures
Securities Purchase Agreement
) dated June 6, 2024 (we refer to this proposal as the
Original Debenture Base
Conversion Price Reduction Proposal
);
3.
The
Original Debenture Additional Investment Right Amendment Proposal
to approve an amendment to Section 4.17(b) of the Original
Debentures Securities Purchase Agreement to reduce the price at which such additional investments may be made and extend the deadline
for exercising the right. We refer to this proposal as the
Additional Investment Right Amendment Proposal
.
4.
The
Reverse Stock Split Proposal
to approve an amendment of the Companys Amended and Restated Certificate of
Incorporation dated February 7, 2024 to effect a reverse stock split of the Companys Common Stock.(we refer to this proposal
as the
Reverse Stock Split Proposal
); and
5.
The
Adjournment Proposal
to transact such other business as may properly be brought before the Special Meeting or
any adjournment or postponement thereof (we refer to this proposal as the
Adjournment Proposal
).
BY
ORDER OF THE BOARD OF DIRECTORS
/s/
Jason Chen
Jason
Chen
Chairman
and Chief Executive Officer
i
Norwell, MA 02061
To Be Held September 25, 2025
1.
The
New Debenture Nasdaq Proposal
to approve,
as required by, and in accordance
with Nasdaq Listing Rules
5635 (d)
,
the potential issuance of more than 19.99%
of the issued and outstanding Class A Common Stock upon conversion of the Companys 8% Original Issue Discount Senior Secured
Convertible Debentures (the
New Debentures
) issued in connection with a private placement pursuant to Rule 506(b)
of the Securities Act of 1933, as amended, and purchased by the purchaser identified in the Securities Purchase Agreement dated August
7, 2025 (we refer to this proposal as the
New Debenture Nasdaq Proposal
);
2.
The
Original Debenture Base Conversion Price Reduction Proposal
to approve a reduction of the base conversion price of the
Companys 8% Original Issue Discount Senior Secured Convertible Debentures (the Original Debentures) and related
common stock purchase warrants issued in connection with a private placement pursuant to Rule 506(b) of the Securities Act of
1933 and purchased by the purchaser identified in the Securities Purchase Agreement dated June 6, 2024 (we refer to this proposal
as the
Original Debenture Base Conversion Price Reduction Proposal
);
3.
The
Original Debenture Additional Investment Right Amendment Proposal
to approve an amendment to Section 4.17(b) of the Original
Debentures Securities Purchase Agreement to reduce the price at which such additional investments may be made and extend the deadline
for exercising the right. We refer to this proposal as the
Additional Investment Right Amendment Proposal
.
4.
The
Reverse Stock Split Proposal
to approve an amendment of the Companys Amended and Restated Certificate of
Incorporation dated February 7, 2024 to effect a reverse stock split of the Companys Class A Common Stock.(we refer to this
proposal as the
Reverse Stock Split Proposal
);
5.
The
Adjournment Proposal
to transact such other business as may properly be brought before the Special Meeting or
any adjournment or postponement thereof (we refer to this proposal as the
Adjournment Proposal
).
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☐
this
Proxy Statement for the Special Meeting; and
☐
a
Proxy Card for the Special Meeting.
1.
the
New Debenture NASDAQ Proposal;
2.
the
Original Debenture Base Conversion Price Reduction Proposal;
3.
the
Additional Investment Right Amendment Proposal;
4.
the
Reverse Stock Split Proposal;
5.
the
Adjournment Proposal; and
6.
any
other business that may properly come before the Special Meeting and any adjournment or postponement thereof.
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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 24, 2025. 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 New Debenture Nasdaq Proposal.
●
FOR
the Original Debenture Base Conversion Price Reduction Proposal.
●
FOR
the Additional Investment Right Amendment Proposal.
●
FOR
the Reverse Stock Split Proposal.
●
FOR
the Adjournment Proposal.
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