12/16/2025 | Press release | Distributed by Public on 12/16/2025 08:33
| Item 8.01. | Other Events. |
Notice of Annual Meeting
The Board of Directors of the Company has established January 30, 2026 as the date of the Company's next annual meeting of stockholders (the "Annual Meeting"). The Company plans to publish additional details regarding the exact time, location and matters to be voted on at the Annual Meeting in the Company's proxy statement for the Annual Meeting.
Because the date of the Annual Meeting will change by more than 30 calendar days from the anniversary date of the Company's last annual meeting of stockholders, the Company has set a deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8") for inclusion in the Company's proxy materials relating to the Annual Meeting. In order for a proposal under Rule 14a-8 to be timely, it must be received by the Company's Secretary at the principal executive offices of the Company by December 27, 2025, which the Company has determined to be a reasonable time before the Company's proxy materials are due to be printed and sent. Such proposals must also comply with the Company's Third Amended and Restated By-Laws (the "By-Laws") and the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in proxy materials, and any such proposal may be omitted if not in compliance with applicable requirements.
The address of the Company's principal executive offices is 1167 Massachusetts Avenue, Arlington, Massachusetts 02476.
Stockholders wishing to nominate a director or propose matters to be considered at the Annual Meeting in the manner contemplated by the By-Laws must submit timely notice to the Company in order for such matters to be considered at the Annual Meeting. Because the date of the Annual Meeting will be delayed by more than 60 days from the first anniversary of the Company's last annual meeting of stockholders, in accordance with Sections 1.10(b) and 1.11(b) of the By-Laws, such notice must be received by the Company's Secretary at the address above by December 27, 2025. Such proposals must also comply with all other requirements set forth in the By-Laws and other applicable laws.
Lazar Investments
As previously disclosed, on November 9, 2025, the Company entered into a Convertible Loan Agreement (the "Convertible Loan Agreement") with David Lazar (the "Investor") pursuant to which the Investor agreed to provide the Company a convertible loan in the aggregate amount of $375,000. Pursuant to the terms of the Convertible Loan Agreement, the Company was permitted to use a portion of the proceeds of the Convertible Loan Agreement for the purposes of facilitating the negotiation and finalization of an additional investment transaction with the Investor and the preparation and filing of the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, which was filed with the Securities and Exchange Commission ("SEC") on November 19, 2025.