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/s/ John D. Shulman
John D. Shulman,
Executive Chairman of the Board |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON TUESDAY, NOVEMBER 29, 2022:
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| | Our official Notice of Annual Meeting of Stockholders and Proxy Statement are available at: www.proxyvote.com | | |
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| | | | | A-1 | | |
| Proposal 1: Elect Directors | | | Directors are elected by a majority of the votes cast with respect to that director by stockholders present by virtual attendance or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. “ABSTAIN” votes and broker non-votes will have no effect on the results for the election of directors. | |
| Proposal 2: The Reverse Stock Split Proposal | | | The affirmative vote of the holders of a majority of the outstanding stock entitled to vote on the Reverse Stock Split Proposal is required to approve the Reverse Stock Split Proposal. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the Reverse Stock Split Proposal. Because the Reverse Stock Split Proposal is considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, may vote your shares without your instruction with respect to the Reverse Stock Split Proposal unless you instruct them otherwise. If a bank, broker, trustee or other nominee does not exercise this authority, such broker non-votes will have the same effect as votes cast “AGAINST” the Reverse Stock Split Proposal. | |
| Proposal 3: Ratify Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to ratify the appointment of our independent registered public accounting firm. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the ratification of the independent registered public accounting firm. Because the ratification of the independent registered public accounting firm is considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, may vote your shares without your instruction with respect to the ratification of the independent registered public accounting firm unless you instruct your them otherwise. If a bank, broker, trustee or other nominee does not exercise this authority, such broker non-votes will have no effect on the | |
| | | | results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, our Audit Committee of our Board will reconsider its appointment. | |
| Proposal 4: Approve, on an Advisory Basis, the Compensation Paid to Our Named Executive Officers | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve, on an advisory basis, of the executive compensation. This is a non-binding advisory vote. If your shares are held by a broker and you do not give the broker specific instructions on how to vote your shares, your broker may not vote your shares at its discretion. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the advisory vote, and broker non-votes will have no effect on the results for the advisory vote. | |
| Proposal 5: The Adjournment Proposal | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve the Adjournment Proposal. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the Adjournment Proposal. Because the Adjournment Proposal is considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, may vote your shares without your instruction with respect to the Adjournment Proposal unless you instruct your them otherwise. If a bank, broker, trustee or other nominee does not exercise this authority, such broker non-votes will have no effect on the results of this vote. | |
Name and Address of Beneficial Owner
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Amount and
Nature of Beneficial Ownership(1) |
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Percent
of Class(2) |
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Juggernaut Capital Partners III GP, Ltd.(3)
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| | | | 7,899,680 | | | | | | 34.49% | | |
Intracoastal Capital LLC(4)
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| | | | 1,601,666 | | | | | | 7.22% | | |
Bruce T. Bernstein(5)
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| | | | 50,313 | | | | | | * | | |
Greg Bradley(6)
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| | | | 50,000 | | | | | | * | | |
John Shulman(7)
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| | | | 7,899,680 | | | | | | 34.49% | | |
Joshua N. Silverman(8)
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| | | | 70,000 | | | | | | * | | |
Wayne R. Walker(9)
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| | | | 50,000 | | | | | | * | | |
Fady Boctor(10)
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| | | | 161,752 | | | | | | * | | |
Mitch Arnold(11)
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| | | | 31,169 | | | | | | * | | |
Andrew Gesek(12)
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| | | | 97 | | | | | | * | | |
All directors and executive officers as a group
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| | | | 8,312,914 | | | | | | 35.68% | | |
Name
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Age
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Position
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John D. Shulman | | |
59
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| | Executive Chairman of the Board | |
Joshua N. Silverman | | |
52
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| | Vice Chairman of the Board | |
Bruce T. Bernstein | | |
58
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| | Director | |
Gregory Bradley | | |
62
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| | Director | |
Wayne R. Walker | | |
63
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| | Director | |
Name
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Age
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Position
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Fady Boctor, MBA | | |
45
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| | President and Chief Commercial Officer | |
Mitchell Arnold, MBA | | |
59
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| | Vice President of Finance and Chief Accounting Officer | |
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Description
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Performance/
Job Considerations |
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Primary Objectives
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Base Salary
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| | Fixed cash amount. | | | Increases based upon individual performance against goals, objectives and job criteria such as executive qualifications, responsibilities, role criticality, potential and market value. | | | Recruit qualified executives or personnel. Retention of personnel. | |
Cash Incentive Opportunity
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| | Short-term incentive, annual bonus opportunities. | | | Amount of actual payment based on achievement of corporate financial goals, key strategic and operating objectives. | | | Promote achievement of short-term financial goals and strategic and operating objectives. | |
Retirement and Welfare Benefits
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| | 401(k) plan, health and insurance benefits. | | | None, benefits offered to broad workforce. | | | Recruit qualified employees. | |
Name and Principal Position
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Year
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Salary
($) |
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Bonus
($)(1) |
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Option
Awards ($)(2) |
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Non-equity
Incentive Plan Compensation ($) |
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All Other
Compensation ($)(3) |
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Total ($)
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Fady Boctor
President and Chief Commercial Officer |
| | | | 2021 | | | | | | 350,000 | | | | | | 125,000 | | | | | | 658,340 | | | | | | — | | | | | | 44,481 | | | | | | 1,177,821 | | |
| | | 2020 | | | | | | 275,725 | | | | | | 125,000 | | | | | | — | | | | | | — | | | | | | 67,125 | | | | | | 467,850 | | | ||
Mitchell Arnold
Vice President of Finance and Chief Accounting Officer |
| | | | 2021 | | | | | | 262,500 | | | | | | 50,000 | | | | | | 131,659 | | | | | | — | | | | | | 53,424 | | | | | | 497,584 | | |
| | | 2020 | | | | | | 236,250 | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | 68,384 | | | | | | 354,634 | | | ||
Andrew Gesek(4)
Former President, Timm Medical |
| | | | 2021 | | | | | | 300,000 | | | | | | — | | | | | | 197,489 | | | | | | — | | | | | | 47,899 | | | | | | 545,388 | | |
| | | 2020 | | | | | | 270,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | 62,423 | | | | | | 407,423 | | |
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Option awards
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Name
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Vesting
Commencement date |
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Number of
securities underlying unexercised options (#) exercisable |
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Number of
securities underlying unexercised options (#) unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Fady Boctor
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| | | | 2/19/2021 | | | | | | 107,834 | | | | | | 107,835 | | | | | $ | 3.74 | | | | | | 2/19/2031 | | |
Mitchell Arnold
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| | | | 5/11/2021 | | | | | | 15,000 | | | | | | 35,000 | | | | | $ | 3.21 | | | | | | 5/11/2031 | | |
Andrew Gesek(1)
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| | | | 5/11/2021 | | | | | | 22,500 | | | | | | 52,500 | | | | | $ | 3.21 | | | | | | 5/11/2031 | | |
Name
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Fees
earned or paid in cash ($) |
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Stock
awards ($)(1) |
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Option
awards ($)(2) |
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Non-equity
incentive plan compensation ($) |
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Nonqualified
deferred compensation earnings ($) |
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All other
compensation ($) |
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Total ($)
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John D. Shulman(3)
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| | | | — | | | | | | — | | | | | | 123,960 | | | | | | — | | | | | | — | | | | | | — | | | | | | 123,960 | | |
Joshua N. Silverman(4)
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| | | | 200,000 | | | | | | 84,021 | | | | | | 123,960 | | | | | | — | | | | | | — | | | | | | — | | | | | | 407,981 | | |
Bruce T. Bernstein(5)
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| | | | 48,000 | | | | | | 75,624 | | | | | | 123,960 | | | | | | — | | | | | | — | | | | | | — | | | | | | 247,584 | | |
Gregory Bradley(6)
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| | | | 48,000 | | | | | | 75,624 | | | | | | 123,960 | | | | | | — | | | | | | — | | | | | | — | | | | | | 247,584 | | |
Wayne R. Walker(7)
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| | | | 48,000 | | | | | | 75,624 | | | | | | 123,960 | | | | | | — | | | | | | — | | | | | | — | | | | | | 247,584 | | |
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2021
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2020
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Audit fees:(1)
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| | | $ | 434,551 | | | | | $ | 567,240 | | |
Audit related fees:(2)
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| | | | — | | | | | | — | | |
Tax fees:(3)
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| | | | 5,775 | | | | | | — | | |
All other fees:(2)
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| | | | — | | | | | | — | | |
Total
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| | | $ | 440,326 | | | | | $ | 567,240 | | |