ClearSign Technologies Corp

Background and Proposed Amendment

Our certificate of incorporation currently authorizes us to issue a total of 89,500,000 shares of capital stock, consisting of 87,500,000 shares of common stock, par value $0.0001 per share, and 2,000,000 shares of preferred stock, par value $0.0001 per share.

On December 4, 2025, subject to stockholder approval, the board of directors unanimously approved and declared advisable an amendment to our certificate of incorporation to, at the discretion of the board of directors, effect the Reverse Stock Split of the common stock at a ratio of 1-for-2 to 1-for-10, with the exact ratio within such range to be determined by the board of directors at its discretion. The Reverse Stock Split may be effected at any time prior to the one-year anniversary date of the approval of the Reverse Stock Split Proposal.

While the Reverse Stock Split will affect outstanding equity awards and warrants, as described in “Effects of the Reverse Stock Split on Outstanding Equity Awards, Warrants and the Equity Plans” below, the Reverse Stock Split would not change the number of authorized shares of common stock, the par value of common stock or the relative voting power of our stockholders. Moreover, the Reverse Stock Split, if effected, would affect all of our holders of common stock uniformly.

The primary goal of the Reverse Stock Split is to increase the per share market price of our common stock to meet Nasdaq’s minimum bid price requirement for continued listing, as set forth set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Minimum Bid Price Requirement requires that we maintain a continued closing bid price of at least $1.00 per share (the “Minimum Bid Price Requirement”). We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split.

If the Reverse Stock Split Proposal is approved by our stockholders and the Reverse Stock Split is effected, every 2 to 10 (depending on the ratio selected by our board of directors) shares of our issued and outstanding common stock would be combined and reclassified into one share of common stock. The Reverse Stock Split may be effected at any time prior to the one-year anniversary date of the approval of the Reverse Stock Split Proposal. The actual timing for implementation of the Reverse Stock Split would be determined by the board of directors based upon its evaluation as to when such action would be most advantageous to us and our stockholders. Notwithstanding approval of the Reverse Stock Split Proposal by our stockholders, the board of directors will have the sole authority to elect whether or not and when to amend our certificate of incorporation to effect the Reverse Stock Split. If the Reverse Stock Split Proposal is approved by our stockholders, the board of directors will make a determination as to whether effecting the Reverse Stock Split is in the best interests of the Company and its stockholders in light of, among other things, our ability to increase the trading price of our common stock to meet the minimum stock price standards of Nasdaq without effecting the Reverse Stock Split, the per share price of the common stock immediately prior to the Reverse Stock Split and the expected stability of the per share price of the common stock following the Reverse Stock Split. If the board of directors determines that it is in the best interests of the Company and its stockholders to effect the Reverse Stock Split, it will determine the ratio of the Reverse Stock Split at a meeting of the board of directors or via unanimous written consent. For additional information concerning the factors the board of directors will consider in deciding whether to effect the Reverse Stock Split, see “—Determination of the Reverse Stock Split Ratio” and “—Board of Directors Discretion to Effect the Reverse Stock Split.”

This description of Reverse Stock Split Proposal is a summary and is qualified by the Reverse Stock Split Amendment included as Annex A to this proxy statement. If the Reverse Stock Split Proposal is approved by our stockholders, we will have the authority to file the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing or at the effective time set forth in the Reverse Stock Split Amendment;provided, however, that the Reverse Stock Split Amendment is subject to revision to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the board of directors deems necessary and advisable. At this time, the board of directors has determined that the Reverse Stock Split Amendment is advisable and in the best interests of the Company and its stockholders, subject to its discretion to abandon such Reverse

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Stock Split Amendment and not implement the Reverse Stock Split at any time, and has submitted the Reverse Stock Split Amendment for consideration by our stockholders at the Special Meeting.

There are certain risks associated with a Reverse Stock Split, and we cannot accurately predict or assure that the Reverse Stock Split will produce or maintain the desired results. For more information on these risks, see “Certain Risks Associated with the Reverse Stock Split.” However, our board of directors believes that the benefits to the Company and its stockholders outweigh the risks and recommends that you vote in favor of granting the board of directors the discretionary authority to effect the Reverse Stock Split.

Reasons for the Reverse Stock Split Amendment

We are submitting this proposal to our stockholders for approval in order to increase the trading price of our common stock to meet the Minimum Bid Price Requirement for continued listing on the Nasdaq Capital Market. We believe increasing the trading price of our common stock may also assist in our capital-raising efforts by making our common stock more attractive to a broader range of investors. Accordingly, we believe that the Reverse Stock Split is in our stockholders’ best interests. We also believe that the Reverse Stock Split, if necessary, is a potentially effective means to meet the criteria to satisfy the Minimum Bid Price Requirement for continued listing on the Nasdaq Capital Market. However, there can be no assurance that even if the Reverse Stock Split is effected, that we will ultimately regain compliance with the Minimum Bid Price Requirement or that our common stock will not be delisted from the Nasdaq Capital Market. On the Record Date, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.7182 per share, and, as described below, we are currently not in compliance, and may in the future be unable to regain compliance, with the Minimum Bid Price Requirement.

The board of directors believes that maintaining the current number of authorized shares of our common stock, irrespective of the Reverse Stock Split, is necessary to provide us with the flexibility to act in the future with respect to raising additional financing, potential strategic collaborations and other corporate purposes without the delay and expense associated with obtaining special stockholder approval each time an opportunity requiring the issuance of shares of common stock may arise. Such a delay might deny us the flexibility that our board of directors views as important and in the interests of the Company and its stockholders.

The board of directors does not intend to effect the Reverse Stock Split if we regain compliance with the Minimum Bid Price Requirement discussed below.

On April 1, 2025, we received a letter from Nasdaq’s Listing Qualifications Staff (the “Staff”) notifying us that, based upon the closing bid price of our common stock for the last 30 consecutive business days beginning on February 18, 2025, and ending on March 31, 2025, we no longer meet the Minimum Bid Price Requirement. The letter also indicated that we would be provided with a compliance period of 180 calendar days, or until September 29, 2025, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On September 30, 2025, we received a letter from Nasdaq approving an extension of an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement, or until March 30, 2026.

If at any time during this 180-day extension period, the closing bid price of the common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance. If we choose to implement a reverse stock split, we must complete the split no later than ten business days prior to the expiration date in order to timely regain compliance. If compliance cannot be demonstrated by March 30, 2026, the Staff will provide written notification that the common stock will be delisted. At that time, we may appeal the Staff’s determination to a hearings panel.

In the event of a delisting from the Nasdaq Capital Market, we may seek to have our common stock traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or, together, exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than exchange-listed stocks. Accordingly, our common stock would be less liquid than it would be otherwise. Also, the prices

-14- of OTC stocks are often more volatile than exchange-listed stocks. Additionally, some institutional investors are prohibited from investing in OTC stocks, and it would likely be more challenging to raise capital when needed.

Potential Consequences if the Reverse Stock Split Proposal is Not Approved

If the Reverse Stock Split Proposal is not approved by our stockholders, our board of directors will not have the authority to effect the Reverse Stock Split Amendment to, among other things, facilitate the continued listing of our common stock on Nasdaq by increasing the per share trading price of our common stock to help achieve a share price high enough to satisfy the Minimum Bid Price Requirement, to the extent we remain deficient. Any inability of our board of directors to effect the Reverse Stock Split in such scenario could result in our delisting from Nasdaq.

Certain Risks Associated with the Reverse Stock Split

In light of our financial position and our intention to raise additional capital if needed, delisting of our common stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital.

As noted above, we believe that the Reverse Stock Split and the resulting increase in the per share price of our common stock could encourage increased investor interest in our common stock and promote greater liquidity for our stockholders. A greater price per share of our common stock could allow a broader range of institutions to invest in our common stock (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our common stock. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. We believe that the Reverse Stock Split will provide flexibility to make our common stock a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our common stock and may facilitate future sales of our common stock. The Reverse Stock Split could also increase interest in our common stock for analysts and brokers who may otherwise have policies that discourage or prohibit them in following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

The Reverse Stock Split may not increase the price of our common stock over the long-term or have the desired effect of maintaining compliance with Nasdaq rules.

As noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our common stock to meet the Minimum Bid Price Requirement of Nasdaq. However, the effect of the Reverse Stock Split on the market price of our common stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of common stock will proportionally increase the market price of our common stock, we cannot assure you that the Reverse Stock Split will increase the market price of our common stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our common stock. The market price of our common stock may be affected by other factors that may be unrelated to the number of shares outstanding, including our business and financial performance, general market conditions, and prospects for future success. In addition, although we believe the Reverse Stock Split may enhance the desirability of our common stock to certain potential investors, it is possible that, if implemented, our common stock may not become more attractive to institutional and other long-term investors. Even if we implement the Reverse Stock Split, the market price of our common stock may decrease due to factors unrelated to the Reverse Stock Split. In any case, the market price of our common stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Stock Split is consummated and the trading price of the common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

Even if the market price per post-Reverse Stock Split share of our common stock remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements

-15- related to the minimum stockholder equity requirement, the minimum market value of the public float and the minimum market value of listed securities.

The Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs.

The liquidity of our common stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. Additionally, if the Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our common stock as described above. In addition, the continued listing requirements of Nasdaq include a minimum number of shares that must be in the public float and minimum number of “round lot” holders, and even if the market price per post-Reverse Stock Split share of common stock is in excess of $1.00 per share if the Reverse Stock Split is implemented, we could be subject to delisting due to a failure to meet such requirements.

The Reverse Stock Split may lead to a decrease in our overall market capitalization.

The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our common stock does not increase in proportion to the Reverse Stock Split ratio, or following such increase does not maintain or exceed such price, then our value, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of common stock outstanding following the Reverse Stock Split.

The Reverse Stock Split will not be accompanied by a decrease in our authorized shares.

Although the Reverse Stock Split would not have any dilutive effect on our stockholders, the reduction in outstanding shares that would result from the Reverse Stock Split would reduce the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance, resulting in there being relatively more authorized shares of common stock available for issuance after the Reverse Stock Split, which shares may be issued by the board of directors in its discretion. The board of directors from time to time may deem it to be in the best interests of the Company and its stockholders to enter into transactions and other ventures that may include the issuance of shares of our common stock. If the board of directors authorizes the issuance of additional shares of common stock subsequent to the Reverse Stock Split, the dilution to the ownership interest of our existing stockholders may be greater than would occur had the Reverse Stock Split not been effected.

Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our common stock. Additionally, if we do not receive an affirmative vote of the majority of shares of our common stock present in person, by remote communication, if applicable, or by proxy at the Special Meeting and entitled to vote thereon, “FOR” the Reverse Stock Split Proposal and our common stock continues to trade below $1.00, we expect that we will be delisted from the Nasdaq Stock Market.

Our common stock is currently listed on the Nasdaq Capital Market, where it is subject to various continued listing requirements. As described above, we are currently not in compliance with the Minimum Bid Price Requirement. In light of our financial position and our intention to raise additional capital, if needed, delisting of our common stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital.

In the event of a delisting from the Nasdaq Capital Market, we may seek to have our common stock traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or, together, exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than exchange-listed stocks. Accordingly, our common stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than exchange-listed stocks. Additionally, some institutional investors are prohibited from investing in OTC stocks, and it would likely be more challenging to raise capital when needed.

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The primary goal of the Reverse Stock Split is to increase the per share market price of our common stock to meet the Minimum Bid Price Requirement for continued listing on the Nasdaq Capital Market. There can be no assurance that even if the Reverse Stock Split is effected, that we will ultimately regain compliance with the Minimum Bid Price Requirement or that our common stock will not be delisted from the Nasdaq Capital Market.

Treatment of Fractional Shares in the Reverse Stock Split

If you would be entitled to receive fractional shares as a result of the Reverse Stock Split because you hold a number of shares of common stock before the Reverse Stock Split that is not evenly divisible (in other words, it would result in a fractional interest following the Reverse Stock Split), we shall not issue to any holder a fractional share of common stock on account of the Reverse Stock Split. Rather, fractional shares that would be created as a result of the Reverse Stock Split will be rounded upward to the nearest whole share at the participant level with the Depository Trust Company. Any share interests issued due to rounding will be given solely to save the expense and inconvenience of issuing fractional shares of common stock and will not represent separately bargained for consideration.

Determination of the Reverse Stock Split Ratio

The board of directors believes that stockholder approval of a range of potential Reverse Stock Split ratios is in the best interests of the Company and its stockholders because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our board of directors will be not less than 1-for-2 or more than 1-for-10.

The selection of the specific Reverse Stock Split ratio will be based on several factors, including, among other things:

We believe that granting our board of directors the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If the board of directors chooses to implement the Reverse Stock Split, we will make a public announcement regarding the determination of the Reverse Stock Split ratio.

Board of Directors Discretion to Effect the Reverse Stock Split

If the Reverse Stock Split Proposal is approved by our stockholders, the board of directors will have the discretion to implement the Reverse Stock Split or to not implement the Reverse Stock Split at all. The board of directors currently intends to effect the Reverse Stock Split to regain compliance with the Minimum Bid Price Requirement. If the trading price of our common stock increases without effecting the Reverse Stock Split, the Reverse Stock Split will not be necessary. Following the Reverse Stock Split, if implemented, there can be no assurance that the market price of our

-17- common stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse Stock Split or that the market price of the post-split common stock can be maintained above $1.00. There also can be no assurance that our common stock will not be delisted from Nasdaq for other reasons.

If our stockholders approve the Reverse Stock Split Proposal at the Special Meeting, the Reverse Stock Split will be effected, if at all, only upon a determination by the board of directors that the Reverse Stock Split is in the best interests of the Company and its stockholders at that time. No further action on the part of the stockholders will be required to either effect or abandon the Reverse Stock Split. If our board of directors does not implement the Reverse Stock Split prior to the one-year anniversary date of the approval of the Reverse Stock Split Proposal, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Amendment will be abandoned.

The market price of our common stock is dependent upon our performance and other factors, some of which are unrelated to the number of shares of common stock outstanding. If the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Furthermore, the reduced number of shares of common stock that will be outstanding after the Reverse Stock Split could significantly reduce the trading volume and otherwise adversely affect the liquidity of our common stock.

We have not proposed the Reverse Stock Split in response to any effort of which we are aware to accumulate our shares of common stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our board of directors or our stockholders. Notwithstanding the decrease in the number of outstanding shares of common stock following the Reverse Stock Split, our board of directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Effectiveness of the Reverse Stock Split

The Reverse Stock Split, if approved by our stockholders, will become effective upon the filing with the Secretary of State of the State of Delaware of the Reverse Stock Split Amendment attached to this proxy statement as Annex A, or at the effective time set forth in the Reverse Stock Split Amendment. The exact timing of the filing of the Reverse Stock Split Amendment will be determined by the board of directors based upon its evaluation of when such action will be most advantageous to the Company and its stockholders. The board of directors reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing such Reverse Stock Split Amendment, the board of directors, in its sole discretion, determines that it is no longer in the best interests of the Company and its stockholders. The board of directors currently intends to effect the Reverse Stock Split. If our board of directors does not implement the Reverse Stock Split prior to the one-year anniversary date of the approval of the Reverse Stock Split Proposal, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Amendment to effect the Reverse Stock Split will be abandoned.

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Principal Effects of the Reverse Stock Split

As of the Record Date, 53,615,991 shares of our common stock were outstanding. For purposes of illustration, if the Reverse Stock Split is effected at a ratio of 1-for-10, the number of issued and outstanding shares of common stock after the Reverse Stock Split would be approximately 5,361,600 shares, which would comply with the Nasdaq requirement that a listed company must have at least 500,000 shares in the public float. The information in the following table is based on 53,615,991 shares of common stock issued and outstanding as of January 22, 2026, and 29,122,474 shares of common stock reserved for future issuance as of such date:

(1)All share numbers are rounded up to the nearest whole share but otherwise do not reflect the potential effect of rounding up for fractional shares that may result from the Reverse Stock Split.

Effects of the Reverse Stock Split on Issued and Outstanding Common Stock

If the Reverse Stock Split is effected, it will reduce the total number of issued and outstanding shares of common stock, including any shares held by us as treasury shares, by a Reverse Stock Split ratio between 1-for-2 and 1-for-10. Accordingly, each of our stockholders will own fewer shares of common stock as a result of the Reverse Stock Split. However, the Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split would result in an adjustment to a stockholder’s ownership of common stock due to the effect of rounding up fractional shares in the Reverse Stock Split, as described in more detail above (for more information on the treatment of fractional shares, see “Treatment of Fractional Shares in the Reverse Stock Split”). Therefore, voting rights and other rights and preferences of the holders of common stock will not be affected by the Reverse Stock Split (except for the effect of rounding up fractional shares). Common stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable, and the par value per share of common stock will remain $0.0001.

Effects of the Reverse Stock Split on Outstanding Equity Awards, Warrants and the Equity Plans

If the Reverse Stock Split is approved by our stockholders and our board of directors decides to implement the Reverse Stock Split, proportionate adjustments will be made to all then-outstanding equity awards and common stock warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof, as applicable. Therefore, if the Reverse Stock Split is implemented, all shares of common stock subject to the outstanding equity awards (including stock options, restricted stock and restricted stock units) under the Company’s 2021 Equity Incentive Plan (as it may be amended from time to time, the “2021 Plan”), 2013 Consultant Stock Plan (the “Consultant Plan”) and 2011 Equity Incentive Plan (the “2011 Plan,” and together with the 2021 Plan and Consultant Plan, the “Equity Plans”) and outstanding warrants will be proportionately adjusted based on the Reverse Stock Split ratio selected by our board of directors, subject to our treatment of fractional shares described above. For more information on the treatment of fractional shares, see“Treatment of Fractional Shares in the Reverse Stock Split.”

As a result of the Reverse Stock Split, the number of shares of common stock available for issuance under the Equity Plans will also be proportionately adjusted for the Reverse Stock Split ratio, such that fewer shares will be available under the Equity Plans. Further, the 2021 Plan includes an “evergreen” provision, pursuant to which the number of shares of common stock available for issuance thereunder is subject to an annual increase in an amount equal to the lesser of (i) 10% of the aggregate number of shares of common stock issued by us in each applicable prior fiscal year, or (ii) such number of shares of common stock determined by the 2021 Plan’s administrator, provided that in no event shall the total cumulative annual increase in the number of shares of common stock available for issuance exceed 400,000 shares of

-19- common stock. In the event that our board of directors decides to implement the Reverse Stock Split, the maximum number of shares subject to such annual increase, if applicable, will be proportionately adjusted to reflect the Reverse Stock Split ratio, such that the annual increase in the number of shares of common stock available for issuance under the 2021 Plan will be correspondingly reduced.

Effects of the Reverse Stock Split on Voting Rights

Proportionate voting rights and other rights of the holders of common stock would not be affected by the Reverse Stock Split (except for the effect of rounding up fractional shares). For example, a holder of 1% of the voting power of the outstanding common stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding common stock after the Reverse Stock Split (except for the effect of rounding up fractional shares).

Effects of the Reverse Stock Split on Regulatory Matters

We are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect our obligation to publicly file financial and other information with the SEC. After the effective time of any Reverse Stock Split that our board of directors elects to implement, our common stock would have a new committee on uniform securities identification procedures, or CUSIP number, a number used to identify our common stock.

Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of any proposed Reverse Stock Split would not affect the registration of our common stock under the Exchange Act, and our common stock would continue to be listed on the Nasdaq Capital Market under the symbol “CLIR” immediately following the Reverse Stock Split.

Effects of the Reverse Stock Split on Authorized Share Capital

The total number of shares of capital stock that we are authorized to issue will not be affected by the Reverse Stock Split and will remain at 89,500,000 shares, consisting of 87,500,000 shares of common stock and 2,000,000 shares of preferred stock, par value $0.0001 per share.

Effects of the Reverse Stock Split on the Number of Shares of Common Stock Available for Future Issuance

By reducing the number of shares outstanding without reducing the number of shares of available but unissued common stock, the Reverse Stock Split will increase the number of authorized but unissued shares. The board of directors believes the increase is appropriate for use to fund our future operations. Although we do not have any pending acquisitions for which shares are expected to be used, we may also use authorized shares in connection with the financing of future acquisitions.

Although the Reverse Stock Split would not have any dilutive effect on our stockholders, the Reverse Stock Split without a reduction in the number of shares authorized for issuance would reduce the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance, giving the board of directors an effective increase in the authorized shares available for issuance, in its discretion. The board of directors from time to time may deem it to be in our best interests to enter into transactions and other ventures that may include the issuance of shares of our common stock. If the board of directors authorizes the issuance of additional shares subsequent to the Reverse Stock Split, the dilution to the ownership interest of our existing stockholders may be greater than would occur had the Reverse Stock Split not been effected.

Mechanics of the Reverse Stock Split

If the Reverse Stock Split is approved and effected, beginning on the effective date of the Reverse Stock Split, each certificate representing pre-split shares will, until surrendered and exchanged as described below, for all corporate purposes, be deemed to represent, respectively, only the number of post-split shares.

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Effect on Certificated Shares of Common Stock

If the Reverse Stock Split is effected, stockholders holding certificated shares (i.e., shares represented by one or more physical share certificates) will receive a transmittal letter from the Company’s transfer agent promptly after the effectiveness of the Reverse Stock Split. The transmittal letter will be accompanied by instructions specifying how stockholders holding certificated shares can exchange certificates representing the pre-split shares for a statement of holding.

Beginning after the effectiveness of the Reverse Stock Split, each certificate representing shares of our pre-split shares of common stock will be deemed for all corporate purposes to evidence ownership of post-split shares of common stock.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNLESS AND UNTIL REQUESTED TO DO SO FOLLOWING THE ANNOUNCEMENT OF THE COMPLETION OF THE REVERSE STOCK SPLIT.

Effect on “Book-Entry” Shares of Common Stock

If the Reverse Stock Split is effected, stockholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical share certificate), either as direct or beneficial owners, will have their holdings electronically adjusted by the Company’s transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split.

Stockholders who hold uncertificated shares as direct owners will be sent a statement of holding from the Company’s transfer agent that indicates the number of shares owned in book-entry form.

Appraisal Rights

Under Delaware law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

Governmental Approvals

The Reverse Stock Split will not be consummated, if at all, until after approval of our stockholders is obtained. We are not obligated to obtain any governmental approvals or comply with any state or federal regulations in order to effect the Reverse Stock Split other than the filing of the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware.

Anti-Takeover Effects of the Reverse Stock Split

By increasing the number of authorized but unissued shares of common stock, the Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the board of directors. For example, the board of directors might be able to delay or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued to holders who might side with the board of directors in opposing a takeover bid that the board of directors determines is not in our best interests of our Company or its stockholders. The Reverse Stock Split could therefore have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts the Reverse Stock Split could limit the opportunity for our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The Reverse Stock Split could have the effect of permitting our current management, including our current board of directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of our business. However, our board of directors is not aware of any attempt to take control of the Company and the board of directors did not authorize the Reverse Stock Split with the intent that it be utilized as a type of anti-takeover device.

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Interest of Certain Persons in Matters to be Acted Upon

Our directors and executive officers have no substantial interests, directly or indirectly, in the Reverse Stock Split, except to the extent of their ownership in shares of our common stock and shares of common stock issuable pursuant to other outstanding securities, such as stock options and restricted stock units, which shares and securities would be subject to the same proportionate adjustment in accordance with the terms of the Reverse Stock Split as all other outstanding shares of our common stock and securities. For more information, see “Security Ownership of Certain Beneficial Owners and Management.”

Accounting Treatment of the Reverse Stock Split

If the Reverse Stock Split is effected, the par value per share of our common stock will remain unchanged at $0.0001. Accordingly, on the effective date of the Reverse Stock Split, the stated capital on our consolidated balance sheets attributable to our common stock will be reduced in proportion to the size of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged. Per share net income or loss will be increased because there will be fewer shares of common stock outstanding. Any common stock held in treasury will be reduced in proportion to the Reverse Stock Split ratio. We do not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of certain material U.S. federal income tax considerations of the Reverse Stock Split applicable to U.S. holders (as defined below). This discussion does not purport to be a complete analysis of all potential tax consequences that may be relevant to a U.S. holder. The effects of U.S. federal tax laws other than U.S. federal income tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. holder. We have not sought and do not intend to seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a position contrary to that discussed below regarding the tax consequences of the Reverse Stock Split.

This discussion is limited to U.S. holders that hold common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. holder’s particular circumstances, including the impact of the alternative minimum tax, the rules related to “qualified small business stock” within the meaning of Section 1202 of the Code or the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. holders subject to special rules, including, without limitation:

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If an entity treated as a partnership for U.S. federal income tax purposes holds common stock, the tax treatment of a partner in the partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

The Reverse Stock Split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, assuming such treatment is correct, a U.S. holder of common stock generally should not recognize gain or loss upon the Reverse Stock Split. A U.S. holder’s aggregate tax basis in the shares of common stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the shares of the common stock surrendered, and such U.S. holder’s holding period in the shares common stock received should include the holding period in the shares of common stock surrendered (on a per block of stock basis, if applicable, as noted below). Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of common stock surrendered to the shares of common stock received in a recapitalization pursuant to the Reverse Stock Split. U.S. holders of shares of common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

As noted above, we will not issue fractional shares in connection with the Reverse Stock Split. The number of shares of common stock received by any U.S. holder shall be rounded up to the nearest whole number of shares, if such U.S. holder would have received a fractional share in connection with the Reverse Stock Split.

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Vote Required and Recommendation

The affirmative vote of the holders of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote at the Special Meeting will be required for approval of Proposal 1. Brokers generally have discretionary authority to vote on the amendment to our certificate of incorporation to effect the Reverse Stock Split, thus, broker non-votes are not expected to result from the vote on this proposal. Abstentions are not votes cast and will have no effect on the outcome of this vote, but will be considered present for the purpose of determining the presence of a quorum.

The board of directors unanimously recommends you vote “FOR” the approval of the Reverse Stock Split Proposal.

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PROPOSAL 2 – THE ADJOURNMENT PROPOSAL