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
| 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 |
NUVVE HOLDING CORP.
(Name of Registrant as Specified in Its Charter)
N/A
(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 14a-6(i)(1) and 0-11 |
NUVVE HOLDING CORP.
2488 Historic Decatur Road, Ste 230
San Diego, California 92106
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD A T 1:00 P.M. EASTERN TIME ON OCTOBER 6, 2025
To the Stockholders of Nuvve Holding Corp.:
We cordially invite you to attend the Special Meeting of Stockholders (the Special Meeting) of Nuvve Holding Corp., a Delaware corporation (the Company, we or us ), to be held o n October 6, 2025 at 1 :00 p.m. Eastern Time via live audio webcast at www.virtualshareholdermeeting.com/NVVE2025SM3, where you will be able to listen to the meeting live, submit questions and vote online. You will be asked to enter the control number located on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form, as applicabl e. Please see the Questions and Answers about These Proxy Materials and Voting in the accompanying Proxy Statement for more details.
The Special Meeting is being held for the following purposes:
| 1. | Approve an amendment to the Companys Certificate of Incorporation, and authorize the Companys Board of Directors (the Board), to effect a reverse stock split of the Companys issued and outstanding Common Stock, par value $0.0001 per share, within a range from 1-for-2 to 1-for-40, with the exact ratio of the reverse stock split to be determined by the Board; | |
| 2. | To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and | |
| 3. | To transact any other business as may properly come before the Special Meeting or any postponements or adjournment thereof. |
The Board has fixed the close of business on September 4, 2025 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the Special Meeting (the Record Date). Further information regarding voting rights and the matters to be voted upon at the Special Meeting is presented in the accompanying Proxy Statement. A list of stockholders of record will be available at the Special Meeting and, during the 10 days prior to the Special Meeting, at our principal executive offices located at 2488 Historic Decatur Road, Suite 230, San Diego, California 92106.
The Special Meeting will be held entirely online in a virtual meeting format only, with no physical in-person meeting, to allow greater participation. stockholders attending the Special Meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate in the Special Meeting, where you will be able to listen to the meeting live, submit questions and vote. Stockholders may participate in the Special Meeting by visiting the following website: www.virtualshareholdermeeting.com/NVVE2025SM3 . To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. We recommend that you log in a few minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.
YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your Notice, proxy card or voting instructions. Returning the proxy or voting instructions does not deprive you of your right to virtually attend the Annual Meeting and to vote your shares during the Annual Meeting.
| By Order of the Board of Directors | |
| /s/ Jon M. Montgomery | |
| Jon M. Montgomery | |
| Chairperson of the Board | |
| September 15, 2025 | |
| San Diego, California |
TABLE OF CONTENTS
i
NUVVE HOLDING CORP.
2488 Historic Decatur Road, Ste 230
San Diego, California 92106
PROXY
STATEMENT
This
Proxy Statement is being furnished in connection with the solicitation of proxies by our board of directors (the Board)
for use at the Special Meeting of Shareholders (the Special Meeting) of Nuvve Holding Corporation, a Delaware corporation,
and any postponements or adjournments thereof. The Special Meeting will be held on Monday, October 6, 2025 at 1:00 p.m. Eastern
Time, via live audio webcas
t at www.virtualshareholdermeeting.com/NVVE2025SM3, where you will be
able to listen to the meeting live, submit questions and vote online.
The
information provided under Questions and Answers About These Proxy Materials and Voting below is for your convenience only.
You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not
intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are
inactive textual references only.
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on October 6, 2025
We
anticipate that this Proxy Statement, the Notice of Special Meeting of Stockholders and form of proxy card will be mailed to our stockholders
commencing on or about September 17, 2025.
We
are using the Full Set Delivery method of providing proxy materials to stockholders. Because we have elected to utilize
the Full Set Delivery option, we are delivering to all stockholders of record paper copies of the Proxy Statement and form
of proxy card, as well as providing access to those proxy materials on a publicly accessible website. The Proxy Statement, form of proxy
card, and the other Special Meeting materials are available on the internet at www.proxyvote.com.
Additionally,
you can find a copy of our Proxy Statement and form of proxy card, on the website of the Securities and Exchange Commission (the SEC)
at www.sec.gov, or in the SEC Filings section of the Investors section of our website at https://nuvve.com/.
You may also obtain additional printed copy of the Proxy Statement, free of charge, from us by sending a written request to: Corporate
Secretary, Nuvve Holding Corp., 2488 Historic Decatur Road, Suite 230, San Diego, California 92106.
Questions
and Answers About These Proxy Materials and Voting
Q:
What matters am I voting on?
A:
You will be voting on:
1
Q:
How does the Board recommend I vote on these proposals?
A:
Our Board recommends a vote:
Q:
When is the Special Meeting and where will it be held?
A:
The Special Meeting will be held on October 6, 2025, at 1:00 p.m. Eastern Time, via live audio webcast at www.virtualshareholdermeeting.com/NVVE2025SM3,
where you will be able to listen to the meeting live, submit questions and vote online.
Q:
What do I need to do to attend the Special Meeting?
A:
You will be able to attend the Special Meeting, submit your questions during the meeting and vote your shares electronically at the meeting
by visiting www.virtualshareholdermeeting.com/NVVE2025SM3. To participate in the Special Meeting, you will need the control number included
on your Notice, proxy card or voting instruction form, as applicable. The Special Meeting webcast will begin promptly at 1:00 p.m. Eastern
Time. We encourage you to access the Special Meeting prior to the start time. Online check-in will begin at 12:45 p.m. Eastern Time,
and you should allow ample time for the check-in procedures.
Q:
Who is entitled to vote?
A:
Only holders of record of our common stock at the close of business on September4, 2025 will be entitled to notice of, and to
vote at, the Special Meeting. As of the close of business on the record dat
e,
20,252,314
shares of common stock were issued and outstanding. Every shareholder is entitled to one vote for each share of common stock held on
the record date.
2
Q:
How do I vote?
A:
If you are a stockholder of record, there are four ways to vote:
If
you hold your shares in street name through a broker, bank or other nominee, you will receive instructions from your broker, bank or
other nominee on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over
the Internet and may also permit you to vote by telephone. In addition, if you received a printed copy of this Proxy Statement, you may
submit your voting instructions by completing, dating and signing the voting instruction form that was included with this Proxy Statement
and promptly returning it in the pre-addressed, postage paid envelope provided to you.
Q:
How may my brokerage firm vote my shares if I fail to provide timely directions?
A:
Banks and brokers acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed
routine by the New York Stock Exchange, which means that they can submit a proxy or cast a ballot on behalf of stockholders
who do not provide a specific voting instruction. Brokers and banks are not permitted to use discretionary voting authority to vote proxies
for proposals that are deemed non-routine by the New York Stock Exchange. The determination of which proposals are deemed
routine versus non-routine may not be made by the New York Stock Exchange until after the date on which this
Proxy Statement has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee,
if you wish to ensure that your shares are present and voted at the Special Meeting on all matters and if you wish to direct the voting
of your shares on routine matters.
When
there is at least one routine matter to be considered at a meeting, a broker non-vote occurs when a proposal
is deemed non-routine and a nominee holding shares for a beneficial owner does not have discretionary voting authority
with respect to the non-routine matter being considered and has not received instructions from the beneficial owner.
The
approval of Proposal 1 (the Reverse Stock Split Proposal) and Proposal 2 (the Adjournment Proposal) are generally not considered to
be routine matters and banks or brokers are not permitted to vote on these matters if the bank or broker has not received
instructions from the beneficial owner.
Accordingly,
it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares for the
Reverse
Stock Split Proposal
and the Adjournment Proposal. If such proposals are deemed to be routine,
a bank or broker may be able to vote on the
Reverse Stock Split Proposal
and the Adjournment
Proposal even if it does not receive instructions from you, so long as it holds your shares in its name.
Q:
How will voting on any other business be conducted?
A:
We are not aware of any business to be brought before the stockholders at the Special Meeting other than as described in this Proxy Statement.
However, if any other business is properly presented for stockholder consideration, your signed proxy card gives authority to Gregory
Poilasne and David Robson to vote on those matters in their discretion.
3
Q:
What constitutes a quorum?
A:
Stockholders may not take action during the Special Meeting unless there is a quorum present at the meeting. A meeting of stockholders
is duly constituted, and a quorum is present, if, at the commencement of the meeting, there are present in person or by proxy hold
ers
representing one-third
of the common stock outstanding and entitled to vote at the meeting. Abstentions, withheld and broker non-votes
(as described above) will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.
Q:
How many votes are needed for approval of each proposal presented in this Proxy Statement?
A:
Assuming a quorum is present at the Special Meeting:
Under
the General Corporation Law of the State of Delaware, holders of the Common Stock will not have any dissenters rights or appraisal
in connection with any of the matters to be voted on at the Special Meeting.
Q:
Can I change my vote?
A:
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy by:
If
you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
Q:
How are my shares voted if I submit a proxy but do not specify how I want to vote?
A:
If you are a stockholder of record and you submit a properly executed proxy card or complete the telephone or Internet voting procedures
but do not specify how you want to vote, your shares will be voted: (1) FOR the Reverse Stock Split Proposal; (2) FOR
the Adjournment Proposal; and (3) in the discretion of the persons named as proxies on all other matters that may be brought before the
Special Meeting.
Q:
Who will count the vote?
A:
The Company has appointed an inspector of elections for the meeting to count the votes.
4
Q:
Who will pay for this proxy solicitation?
A:
We will pay all the costs of soliciting these proxies, except for costs associated with individual stockholder use of the Internet and
telephone. In addition to mailing proxy solicitation material, our directors and employees may solicit proxies in person, by telephone
or by other electronic means of communication. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. We have engaged Campaign
Management as our proxy solicitor, and we estimate that we will pay Campaign Management a fee not to exceed $10,000, plus reimbursement
for out of pocket expenses, to solicit proxies, though the costs of this proxy solicitation process could be lower or higher than our
estimate.
Q:
Where can I find the voting results of the Special Meeting?
A:
We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a current report on Form
8-K that we will file with the SEC within four business days after the Special Meeting. If final voting results are not available to
us in time to file a current report on Form 8-K within four business days after the Special Meeting, we will file a current report on
Form 8-K to publish preliminary results and will provide the final results in an amendment to the current report on Form 8-K as soon
as they become available.
Q:
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional
copy of the proxy materials?
A:
We have adopted a procedure called householding, which the SEC has approved. Under this procedure, we deliver a single
copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received
contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders
who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we
will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to
which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies,
to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact via e-mail
at sendmaterial@proxyvote.com.
Street
name stockholders may contact their broker, bank or other nominee to request information about householding.
5
AMENDMENT
TO THE COMPANYS CERTIFICATE OF INCORPORATION AND
AUTHORIZATION
OF THE BOARD TO EFFECT A REVERSE STOCK SPLIT
On
September3, 2025, the Board adopted a resolution approving, and recommending that the Companys stockholders approve, this
proposal to grant the Board the authority to file an amendment (the Reverse Split Amendment) to the Companys Amended
and Restated Certificate of Incorporation (the Certificate), to effect a reverse stock split (the Reverse Stock
Split) at any ratio at the Boards discretion, from 1-for-2 to 1-for-40, in order to comply with the Nasdaq minimum bid
price requirements. Pursuant to the proposed Reverse Split Amendment, the form of which is attached to this proxy statement as
Annex
A
.
Purposes
and Effect of the Reverse Split Amendment
The
Board has determined that it is in the best interests of the Company and its stockholders to implement the Reverse Stock Split in order
to reduce the number of shares of Common Stock outstanding. The Board believes that approval of a proposal providing the Board with this
generalized grant of authority with respect to setting the split ratio, rather than mere approval of a pre-defined reverse stock split,
will give the Board flexibility to set the ratio in accordance with current market conditions and therefore allow the Board to act in
the best interests of the Company and our stockholders. The Board intends to implement the Reverse Stock Split as soon as practicable
if approved at the Special Meeting. The Reverse Stock Split proposal is not part of a going-private transaction.
The
Reverse Stock Split is intended to provide the capital structure that may facilitate further potential business and financing transactions
and also increase the trading price of the Companys Common Stock and provide us with greater liquidity and a stronger investor
base.
Our
Common Stock is listed on the Nasdaq Capital Market. On August 27, 2023, we received a notification letter (the Nasdaq Notification)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) indicating that we failed to comply
with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2)
requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a
failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Normally,
Nasdaq Notification would have provided that we had 180 calendar days from the date of the notification, or until February 23, 2026,
to regain compliance. However, as indicated in the Nasdaq Notification, and pursuant to Listing Rule 5810(c)(3)(A)(iv), we not eligible
for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that we have effected a reverse stock split over the prior
one-year period and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares
or more to one. We have formally appealed the delisting determination set forth in the Nasdaq Notification, and we will be going before
the Nasdaq Hearings Panel (the Panel) to defend our appeal in the near future.
If
at any time before after the proposed Special Meeting, and the proposed reversed split is effected, and the closing bid price of our
Common Stock is at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide the Company written confirmation
of compliance. The Nasdaq staff may, in its discretion, require the Company to maintain a bid price of at least $1.00 per share for a
period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days, before determining that the
Company has demonstrated an ability to maintain long-term compliance. If we implement the Reverse Stock Split, we must complete the split
no later than 10 business days prior to the date set by Nasdaq Hearing Panel. If compliance cannot be demonstrated by the set date, Nasdaq
will provide written notification that our securities will be delisted.
The
Reverse Stock Split would decrease the total number of shares of our Common Stock outstanding and should, absent other factors, proportionately
increase the market price of our Common Stock, which would be above $1.00 per share. Therefore, the Board believes that the Reverse Stock
Split is an effective means for us to regain compliance with Nasdaqs minimum bid price requirement.
6
After
the Reverse Stock Split is effected, if at all, we will continue to be subject to the periodic reporting requirements of the Exchange
Act. By itself, the Reverse Stock Split will not have any impact on the market in which our common stock is traded; however, our common
stock would be identified with a new CUSIP number following any Reverse Stock Split.
Certain
Risks Associated with the Reverse Stock Split
The
effect of the Reverse Stock Split upon the market price for our Common Stock cannot be accurately predicted, and the history of similar
stock split combinations for companies in like circumstances is varied. In particular, while we expect that the Reverse Stock Split will
result in an increase in the per share price of our Common Stock, there is no assurance that the price per share of our Common Stock
after the Reverse Stock Split is implemented will be two, ten, fifteen, twenty, thirty or forty times, as applicable, the price per share
of our Common Stock immediately prior to the Reverse Stock Split. Furthermore, there can be no assurance that the market price of our
Common Stock immediately after the Reverse Stock Split will be maintained for any period of time. This will depend on many factors, including
our performance, prospects and other factors that may be unrelated to the number of shares outstanding.
Even
if an increased share price can be maintained, the Reverse Stock Split may not achieve the other desired results which have been outlined
above. In particular, we cannot assure you that the Reverse Stock Split will increase our stock price and have the desired effect of
maintaining compliance with the initial and continued listing requirements of Nasdaq or any other national securities exchange. Moreover,
because some investors may view a reverse stock split negatively, there can be no assurance that the Reverse Split Amendment will not
adversely impact the market price of our Common Stock or, alternatively, that the market price following the Reverse Stock Split will
either exceed or remain in excess of the current market price.
In
addition, although we believe the Reverse Stock Split may enhance the desirability of our Common Stock to certain potential investors,
we cannot assure you that, if implemented, our Common Stock will be more attractive to institutional and other long-term investors or
that the liquidity of our Common Stock will increase since there would be a reduced number of shares outstanding after the Reverse Stock
Split.
Stockholders
should recognize that if the Reverse Stock Split is effected, they will own a smaller number of shares than they currently own (a number
equal to the number of shares owned immediately prior to the Reverse Stock Split divided by two, ten, fifteen, twenty, thirty, or forty,
as applicable). Therefore, if the Reverse Stock Split is implemented, some stockholders may consequently own less than one hundred shares
of our Common Stock. A purchase or sale of less than one hundred shares (an odd lot transaction) may result in incrementally
higher trading costs through certain brokers, particularly full service brokers. Therefore, those stockholders who own
less than one hundred shares following the Reverse Stock Split may be required to pay modestly higher transaction costs should they then
determine to sell their shares in the Company.
However,
the Board has determined that these negative factors are outweighed by the potential benefits.
Mechanics
of the Reverse Stock Split
No
Fractional Shares
Stockholders
will not receive fractional shares of Common Stock in connection with the Reverse Stock Split. Instead, stockholders who would have been
entitled to a fractional share will receive such additional fraction of a share of Common Stock as is necessary to increase the fractional
share to which they were entitled to a full share.
7
Effect
on Stock Options and Warrants
The
table below provides examples of a Reverse Stock Split at various ratios between 1-for-2 and 1-for-40:
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD AT 1:00 P.M. EASTERN TIME ON October 6, 2025
●
Proposal
1: Amendment to the Companys Certificate of Incorporation to effect and authorize
a reverse stock split of the Companys issued and outstanding Common Stock, within
a range from 1-for-2 to 1-for-40, with the exact ratio of the reverse stock split to be determined
by the Board (the Reverse Stock Split Proposal);
●
Proposal
2: To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit
additional proxies (the Adjournment Proposal); and
●
any
other business as may properly come before the Special Meeting.
●
FOR
the Reverse Stock Split Proposal; and
●
FOR
the Adjournment Proposal.
●
We
will have technicians ready to assist you with any technical difficulties you may have accessing
the Special Meeting. If you encounter any difficulties accessing the virtual-only Special
Meeting platform, including any difficulties with your control number or submitting questions,
you may call the technical support number that will be posted on the Special Meeting log-in
page.
●
Stockholders
will have the opportunity to submit questions during the Special Meeting by following the
instructions on the virtual-only Special Meeting platform. Following the presentation of
all proposals at the Special Meeting, we will answer as many stockholder-submitted questions
as time permits.
●
Registered
Shareholders
. If our shares of common stock are registered directly in your name with
our transfer agent, Continental Stock Transfer and Trust Company, you are considered the
shareholder of record with respect to those shares, and the Notice or a printed set of the
proxy materials was provided to you directly by us. As the stockholder of record, you have
the right to grant your proxy directly to the individuals listed on the proxy card or to
virtually vote live during the Special Meeting. Throughout this Proxy Statement, we refer
to these registered stockholders as stockholders of record.
●
Street
Name Stockholders
. If our shares of common stock are held on your behalf by a broker,
bank or other nominee, you are considered to be the beneficial owner of shares that are held
in street name, and the Notice or a printed set of the proxy materials was
forwarded to you by your broker or nominee, who is considered the stockholder of record with
respect to those shares. As the beneficial owner, you have the right to direct your broker,
bank or other nominee as to how to vote your shares.
●
by
Internet at
www.proxyvote.com
, 24 hours a day, seven days a week, until 11:59 p.m.
Eastern Time on October 5, 2025 (have your Notice or proxy card in hand when you visit
the website);
●
by
toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on October 5,
2025 (have your Notice or proxy card in hand when you call);
●
by
completing the enclosed proxy card and returning it in the pre-addressed, postage paid envelope
provided to you (if you received printed proxy materials); or
●
by
attending the virtual meeting by visiting www.virtualshareholdermeeting.com/NVVE2025SM3,
where you may vote and submit questions during the meeting. Please have your control number
located on your proxy card or Notice in hand when you visit the website.
●
Proposal
1 (the Reverse Stock Split Proposal): The affirmative vote of a majority of the votes cast
by all stockholders present in person or represented by proxy at the Special Meeting and
entitled to vote on the proposal is required to approve the Issuance Proposal. Shares that
are not represented at the Special Meeting, abstentions, if any, and, if this proposal is
deemed to be non-routine, broker non-votes, if any, with respect to this proposal
will not affect the outcome of the vote on this proposal. If this proposal is deemed to be
routine, no broker non-votes will occur on this proposal.
●
Proposal
2 (Adjournment Proposal): The affirmative vote of a majority of the votes cast by all stockholders
present in person or represented by proxy at the Special Meeting and entitled to vote on
the proposal is required to approve the Adjournment Proposal. Shares that are not represented
at the Special Meeting, abstentions, if any, and, if this proposal is deemed to be non-routine,
broker non-votes, if any, with respect to this proposal will not affect the outcome of the
vote on this proposal. If this proposal is deemed to be routine, no broker
non-votes will occur on this proposal.
●
entering
a new vote by Internet or by telephone until 11:59 p.m. Eastern Time on October
5, 2025
;
●
completing
and returning a later-dated proxy card at any time before the Special Meeting; and
●
by
virtually attending and voting at the Special Meeting.
●
The
per share exercise price of any outstanding stock options would be increased proportionately, and the number of shares issuable under
outstanding stock options and all other outstanding equity-based awards would be reduced proportionately;
●
The
number of shares of Common Stock authorized for future issuance under our stock incentive plans would not be impacted by the Reverse
Split; and
●
The
exercise, exchange or conversion price of all other outstanding securities that are exercisable or exchangeable for or convertible
into shares of our Common Stock would be proportionately adjusted and the number of shares of Common Stock issuable upon such exercise,
exchange or conversion would be proportionately adjusted.
