2 ABOUT THE ANNUAL MEETING What is a proxy? A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to vote your shares during the Annual Meeting. What is a proxy statement? A proxy statement is a document that regulations of the SEC require that we give to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting. Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials? We are using the SEC’s Notice and Access model (“Notice and Access”), which allows us to deliver proxy materials over the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about April 29, 2022, we began mailing to stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials on the Internet and how to vote online. The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares, however the information contained in the document can help you effect your vote. If you received a Notice of Internet Availability this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice of Internet Availability. What is the purpose of the Annual Meeting? At our Annual Meeting, stockholders will act upon the matters outlined in the Notice, which include the following: (1) Election of two directors to serve as Class II directors on our Board of Directors to serve until our 2025 Annual Meeting of Stockholders or until successors have been duly elected and qualified (“Proposal 1”). (2) Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the 2022 fiscal year (“Proposal 2”). (3) Such other business as may arise and that may properly be conducted at the Annual Meeting or any adjournment or postponement thereof. What should I do if I receive more than one set of voting materials? You may receive more than one Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, this Proxy Statement and the proxy card) or voting instruction card. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, a proxy card) for shares held in your name and a voting instruction card for shares held in “street name.” Please follow the separate voting instructions that you received for your shares of common stock held in each of your different accounts to ensure that all of your shares are voted. What is the record date and what does it mean? The record date to determine the stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on April 18, 2022 (the “Record Date”). The Record Date is established by the Board as required by Delaware law. On the Record Date, 3,387,172 shares of common stock were issued and outstanding. Who is entitled to vote at the Annual Meeting? Holders of common stock at the close of business on the Record Date may vote at the Annual Meeting.
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