Proxy Statement (Form 8-K)

Rescheduling of 2026 Annual Meeting of Stockholders

The Company previously announced that it had entered into a Securities Purchase Agreement with certain purchasers (the "Purchasers") on August 21, 2026 pursuant to which the Company issued and sold to the Purchasers 8% Convertible Debentures Due August 21, 2029 and Common Stock Purchase Warrants (the foregoing, collectively, the "Transaction Agreements"). Certain terms of the Transaction Agreements were the subject of several proposals that were scheduled to be voted upon at the Company's previously announced 2026 annual meeting of stockholders that was scheduled to be held at 9:00 a.m. Pacific Time on November 4, 2026 (the "Original Annual Meeting"), as further described in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on September 18, 2026.

On October 22, 2026, the Company entered into an amendment and restatement of the Transaction Agreements with the Purchasers. As a result, the Company's Board of Directors has rescheduled the Original Annual Meeting and now expects to hold its 2026 annual meeting of stockholders (the "Annual Meeting") on December 2, 2026 and expects the record date for the Annual Meeting to be October 28, 2026. The Company will provide additional details regarding the exact time and location of, and the matters to be voted on at, the Annual Meeting in the Company's proxy statement for the Annual Meeting, which will be filed with the SEC and mailed to stockholders.

Any proxy cards, telephone votes or internet votes that were submitted by stockholders for the Original Annual Meeting are void and will not count at the Annual Meeting. Stockholders will receive new proxy materials, including new proxy cards, new control numbers and new voting instructions for the Annual Meeting.

Stockholder Proposal and Director Nomination Deadlines

Because the scheduled date of the Annual Meeting represents a change of more than 30 days from the anniversary of the Company's 2025 annual meeting of stockholders, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors at the Annual Meeting previously set forth in the Company's 2025 proxy statement are no longer applicable. Therefore, the Company is providing notice of revised deadlines in connection with the Annual Meeting as set forth below.

Revised Deadline for Rule 14a-8 Stockholder Proposals

Qualified stockholder proposals made pursuant to Rule 14a-8 ("Rule 14a-8") of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be presented at the Annual Meeting and included in the Company's proxy statement and form of proxy relating to that meeting must be received by the Company no later than October 30, 2026, which the Company has determined to be a reasonable time before it expects to begin distributing its proxy materials for the Annual Meeting. Any proposal received after such date will be considered untimely for inclusion in the proxy statement. All proposals submitted pursuant to Rule 14a-8 must comply with the rules and regulations promulgated by the SEC.

Revised Deadline Under Advance Notice Bylaw Provision

The Company's Amended and Restated Bylaws (the "Bylaws") include separate advance notice provisions applicable to stockholders desiring to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Company no later than November 2, 2026.