Lulu's Fashion Lounge Holdings, Inc.

Our Board of Directors has approved, and is recommending that our stockholders approve, a proposed amendment to our Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of all of our issued and outstanding common stock at a ratio of between one-for-two (1:2) and one-for-twenty-two (1:22) (inclusive), with the exact ratio to be determined at the sole discretion of our Board and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by our Board in its sole discretion within one year of the date the proposal is approved by stockholders. The text of the proposed form of Certificate of Amendment to our Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split is attached as Appendix A to this proxy statement. However, the text of the proposed amendments is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary or advisable to effect the proposed amendment of our Certificate of Incorporation.

By approving this proposal, stockholders will approve an amendment to our Certificate of Incorporation pursuant to which any whole number of outstanding shares between and including two and twenty-two would be combined into one share of common stock, and authorize our Board to file only one such amendment, as determined by our Board in the manner described herein. Our Board believes that stockholder approval of an amendment granting our Board this discretion, rather than approval of a specified stock split ratio, provides our Board with maximum flexibility to react to then-current market conditions and, therefore, is in the best interests of the Company and its stockholders. Our Board may effect only one Reverse Stock Split as a result of this authorization. Our Board may also elect not to do any Reverse Stock Split. The Reverse Stock Split will take effect, only after it is (i) approved by the affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes, although we do not expect any broker non-votes on this proposal), (ii) is deemed by the Board to be in the best interests of the Company and its stockholders, and (iii) after filing the Certificate of Amendment with the Secretary of State of the State of Delaware. If the Certificate of Amendment is filed with the Secretary of State of the State of Delaware, the Certificate of Amendment will effect the Reverse Stock Split by reducing the outstanding number of shares of the common stock by the ratio to be determined by the Board, but will not increase the par value of the common stock or change the number of authorized shares of the common stock under our Certificate of Incorporation. The Reverse Stock Split will impact the Company’s Omnibus Equity Plan (“Omnibus Plan”) and the awards thereunder and the Board and Compensation Committee will adjust outstanding awards as it deems appropriate to reflect the Reverse Stock Split pursuant to its authority under and consistent with the terms of the Company’s Omnibus Plan. If the Board does not implement an approved Reverse Stock Split prior to the one-year anniversary of our Annual Meeting, the Board will seek stockholder approval before implementing any Reverse Stock Split after that time.

You should keep in mind that the implementation of a reverse stock split does not have an effect on the intrinsic value of our business or your proportional ownership in it. You should also consider that in many cases, the market price of a company’s common stock may decline following a reverse stock split.

If this Reverse Stock Split Proposal is approved by our stockholders, our Board of Directors will have the authority to decide, in its sole discretion, without further action by the stockholders, (i) whether to effect the Reverse Stock Split within one year of the 2025 Annual Meeting date, (ii) the specific timing of effectiveness of the Reverse Stock Split and (iii) the exact ratio of the Reverse Stock Split within the Ratio Range (the “Final Ratio”). We will communicate to the public additional details regarding the Reverse Stock Split, including the Final Ratio selected and the effective date.

Even if our stockholders approve the Reverse Stock Split Proposal, we reserve the right not to effect the Reverse Stock Split if our Board of Directors does not deem it to be in the best interests of the Company and our stockholders. Our Board of Directors believes that granting this discretion provides it with maximum flexibility to act in the best interests of our stockholders. Our Board of Directors’ decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including, but not limited to, prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.

The Reverse Stock Split Proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our outstanding common stock or obtain control of the Company, nor is it a plan by management to recommend such actions to our Board of Directors or our stockholders.

There are certain risks associated with a reverse stock split, and we cannot accurately predict or ensure that the Reverse Stock Split will produce or maintain the desired results, which are described in more detail below. For more information on the risks associated with the Reverse Stock Split, see the section below titled “Other Considerations”. However, our Board of Directors believes that the benefits to the Company and our stockholders outweigh the risks and recommends that you vote “For” the Reverse Stock Split Proposal.

Reasons for the Reverse Stock Split

The primary objectives for effecting the Reverse Stock Split, should our Board of Directors choose to effect one, would be to increase the per share price of our common stock. Our Board of Directors believes that, should the appropriate circumstances arise, effecting the Reverse Stock Split would, among other things, help us to regain compliance with the minimum bid price required by Nasdaq, appeal to a broader range of investors to generate greater investor interest in the Company and improve the perception of our common stock as an investment security.

Maintain Listing on Nasdaq. On February 27, 2025, the Company received a letter from the staff of the Nasdaq Listing Qualifications Department indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). If the Company’s common stock does not achieve compliance by August 26, 2025, the Company may be eligible for an additional 180-day period to regain compliance if it submits an application to transfer to the Nasdaq Capital Market, meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. The closing market price of our common stock on the Record Date was $0.45 per share. In consideration of the Company’s need to increase the closing bid price in the Company’s common stock in the near future to maintain a listing on Nasdaq, the Board believes that it is in the best interests of stockholders to request that stockholders approve the Reverse Stock Split Proposal.

If our stockholders do not approve the Reverse Stock Split Proposal, the Company may be delisted from Nasdaq due to our failure to maintain a minimum bid price for our common stock of $1.00 per share as required by the Nasdaq Marketplace Rules. Even if our stockholders approve the Reverse Stock Split Proposal and the Company ultimately effects the Reverse Stock Split, the Company may still be subject to delisting if the bid price of our common stock fails to stay above $1.00 in the future.

The Board of Directors believes that the proposed Reverse Stock Split is a potentially effective means for us to maintain compliance with the $1.00 minimum bid requirement, and it would result in an immediate increase in the bid price of our common stock.

Appeal to a Broader Range of Investors to Generate Greater Investor Interest in the Company. An increase in our stock price may make our common stock more attractive to investors. Brokerage firms may be reluctant to recommend lower-priced securities to their clients, and trading volatility is often associated with low-priced stocks. Many institutional investors have internal practices or policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential purchasers of our common stock. Investment funds may also be reluctant to invest in lower-priced stocks. Investors may also be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms typically do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. Our Board of Directors believes that the anticipated higher market price resulting from the Reverse Stock Split may enable investors and brokerage firms with policies and practices such as those described above to invest in our common stock.

Improve the Perception of our Common Stock as an Investment Security. We believe that the overall economic environment in which we and other retail apparel companies are currently operating has been a significant contributing factor to the decline in the trading price of our common stock. Our Board of Directors unanimously approved the submission for approval to our stockholders of the Reverse Stock Split Proposal as one potential means of increasing the per share price of our common stock, which could improve the perception of our common stock as a viable investment security. Lower-priced stocks have a perception in the investment community as being risky and speculative, which may negatively impact, not only the price of our common stock, but also our market liquidity. However, we cannot guarantee that such higher price per share of common stock will be realized or maintained.

Other Considerations

The Reverse Stock Split May Not Increase the Price of our Common Stock over the Long-Term. Even if a Reverse Stock Split is effected, some or all of the expected benefits discussed above may not be realized or maintained. While we expect that the Reverse Stock Split will result in an increase in the per share price of our common stock, any such increase to the per share price of our common stock may not be in proportion to the reduction in the number of shares of our common stock outstanding or result in a permanent increase in the per share price. The per share price of our common stock depends on multiple factors, including our performance, prospects, market conditions, and other factors that may be unrelated to the number of shares outstanding, any of which could have a counteracting effect to the Reverse Stock Split on the per share price.

The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization. Furthermore, if the per share price of our common stock declines after the Reverse Stock Split is effected, the decline in the price and the decline in our overall market capitalization may be greater than would have occurred in the absence of the Reverse Stock Split. As a result of a lower number of shares outstanding, the market for our common stock may also become more volatile.

The Reverse Stock Split May Result in Some Stockholders Owning “Odd Lots” That May be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell. In addition, the Reverse Stock Split will likely increase the number of stockholders who hold odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales.

Accordingly, the Reverse Stock Split may not achieve all of the desired results that have been outlined above. Our Board of Directors considered all of the foregoing factors and unanimously approved, and recommended seeking stockholder approval of this Reverse Stock Split Proposal on April 11, 2025.

Criteria to be Used for Determining Whether and How to Implement the Reverse Stock Split

By voting in favor of the Reverse Stock Split, you are expressly authorizing our Board to determine not to proceed with, and abandon, the Reverse Stock Split if it should so decide. In determining whether to implement the Reverse Stock Split, our Board may consider, among other things, various factors, such as:

In determining the Final Ratio to implement, following receipt of stockholder approval of this Proposal 3, our Board may consider, among other things, various factors, such as:

Effect on Outstanding Common Stock and Authorized Common Stock

After the effective date of any Reverse Stock Split that our Board elects to implement, each stockholder will own a reduced number of shares of common stock. The Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of common stock and the Reverse Stock Split ratio will be the same for all issued and outstanding shares of common stock. Any Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share as described below. Voting rights and other rights and preferences of the holders of the common stock will not be affected by a Reverse Stock Split. For example, a holder of 2% of the voting power of the outstanding shares of common stock immediately prior to a Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of common stock immediately after such Reverse Stock Split. The number of stockholders of record will not be affected by a Reverse Stock Split.

The following table illustrates the effects of a one-for-two and one-for-twenty-two Reverse Stock Split on our outstanding common stock as of April 16, 2025 (without giving effect to any adjustments for fractional shares):

The Certificate of Amendment will not change the terms of our common stock. The new common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. The common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act. We will continue to be subject to the periodic reporting requirements of the Exchange Act.

We are currently authorized to issue up to 250,000,000 shares of common stock under our Fourth Amended and Restated Certificate of Incorporation. The Reverse Stock Split will have no effect on the total number of shares of common stock we are authorized to issue under our Fourth Amended and Restated Certificate of Incorporation. Therefore, upon effectiveness of the Reverse Stock Split, the number of shares of common stock that are authorized and unissued will increase relative to the number of issued and outstanding shares. We may use the additional authorized and unissued common stock resulting from the Reverse Stock Split to issue additional common stock from time to time in equity financings, under our equity compensation plans or in connection with other matters. The Board currently has no plans, arrangements or understandings regarding the issuance of such additional authorized and unissued common stock.

As of the Record Date, there were 10,000,000 shares authorized of our preferred stock under our Fourth Amended and Restated Certificate of Incorporation and no shares outstanding of our preferred stock. The Reverse Stock Split will not impact the number of authorized shares of our preferred stock.

Effect on Outstanding Equity Awards

If the Reverse Stock Split is implemented, proportionate adjustment will be made to the per share exercise price and the number of shares of our common stock issuable upon the exercise of all outstanding options, and to the number of shares of our common stock issuable upon the vesting and settlement of all outstanding restricted stock units (“RSUs”) and performance stock units (“PSUs”) issued by the Company. The number of shares of our common stock reserved for future issuance under the Company’s Omnibus Plan, 2021 Equity Incentive Plan, as amended (the “2021 Plan”), and the Company’s 2021 Employee Stock Purchase Plan, as amended (the “ESPP” and collectively with the Omnibus Plan and the 2021 Plan, the “Equity Plans”), will be adjusted to reflect the Reverse Stock Split. The adjustments under the Reverse Stock Split will result in approximately the same exercise price being paid upon the exercise of such options, and approximately the same value of the shares of our common stock being delivered upon the exercise of such options and upon the vesting and settlement of such RSUs and PSUs, immediately preceding and immediately following the Reverse Stock Split. Specifically, it is expected that the number of shares subject to outstanding awards under the Equity Plans will be adjusted in each case equal to the product of the number of shares subject to the applicable award immediately prior to the Reverse Stock Split multiplied by the Final Ratio (rounded up to the nearest whole share), that the exercise price of any stock option will be adjusted to equal the quotient of the number of shares subject to the applicable stock option immediately prior to the Reverse Stock Split divided by the Final Ratio (rounded up to the nearest whole cent) and the number of shares of our common stock that could be acquired upon the exercise of each outstanding option would be rounded up to the nearest whole share. Additionally, any stock price goal of any outstanding PSUs will be adjusted in each case equal to the product of the applicable price goal in effect immediately prior to the Reverse Stock split multiplied by the Final Ratio (rounded up to the nearest whole cent). As of the Record Date, there were outstanding (i) stock options to purchase an aggregate of 161,397 shares of common stock at a weighted average exercise price of $11.35 per share, (ii) RSUs representing the right to acquire an aggregate of 2,889,681 shares of common stock, and (iii) PSUs representing the right to acquire an aggregate of 2,511,571 shares of common stock. Assuming, for example, a 1-for-10 Reverse Stock Split, the number of shares covered by outstanding options, RSUs and PSUs will be reduced to one-tenth the number currently issuable, the exercise price of outstanding options will be increased by ten times the current exercise price, and the stock price performance goal of outstanding PSUs will be increased by ten times the current stock price goal.

Treatment of Fractional Shares

No fractional shares of common stock will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of common stock not evenly divisible by the Final Ratio determined by the Board, will be entitled to receive such number of shares of common stock rounded up to the nearest whole number. In any event, cash will not be paid for fractional shares. The ownership of a fractional interest will not give the holder thereof any voting, dividend or other right except to have the holder's fractional interest rounded up to the nearest whole number.

By approving the Certificate of Amendment effecting the Reverse Stock Split, stockholders will be approving the combination of any whole number of issued common stock between and including two and twenty-two shares into one share of common stock.

Accounting Matters

The par value of the common stock is not changing as a result of the implementation of the Reverse Stock Split. Our stated capital, which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock issued and outstanding, will be reduced proportionately on the effective date of the Reverse Stock Split. Correspondingly, our additional paid-in capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently outstanding shares of our common stock, will be increased by a number equal to the decrease in stated capital. Further, net loss per share, book value per share and other per share amounts will be increased as a result of the Reverse Stock Split because there will be fewer shares of common stock outstanding.

Possible Disadvantages of Reverse Stock Split

Even though the Board believes that the potential advantages of the Reverse Stock Split outweigh any disadvantages that might result, the following are some of the possible disadvantages of the Reverse Stock Split:

Continued SEC Reporting Requirements and Stock Listing

After the effective time of the Reverse Stock Split, we would continue to be subject to periodic reporting and other requirements of the Exchange Act, and our common stock would continue to be listed on Nasdaq if we regain compliance with the minimum bid price required by Nasdaq.

New CUSIP

After the effective time of the Reverse Stock Split, the post-Reverse Stock Split shares of our common stock would have new CUSIP numbers. A CUSIP number is used to identify the company’s equity securities.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If our stockholders approve the Reverse Stock Split, the Reverse Stock Split would become effective at such time as it is deemed by our Board to be in the best interests of the Company and its stockholders and we file the Certificate of Amendment with the Secretary of State of the State of Delaware. Even if the Reverse Stock

Split is approved by our stockholders, our Board has discretion not to carry out or to delay the timing of carrying out the Reverse Stock Split. Upon the filing of the Certificate of Amendment, all the old common stock will be converted into new common stock as set forth in the Certificate of Amendment.

As soon as practicable after the effective time of the Reverse Stock Split, stockholders will be notified that the Reverse Stock Split has been effected. If you hold shares of common stock in a book-entry form, your shares will be exchanged automatically into post-split shares without further action by you as soon as practicable after the effective time of the Reverse Stock Split.

Some stockholders hold their common stock in certificate form or a combination of certificate and book-entry form. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you are a stockholder holding pre-split shares in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the effective time of the Reverse Stock Split. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-split common stock for a statement of holding.

Beginning on the effective time of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of common stock not evenly divisible by the Final Ratio determined by the Board, will be entitled to receive such number of shares of common stock rounded up to the nearest whole number as described above under “Treatment of Fractional Shares.”

No Appraisal Rights

Under the General Corporation Law of the State of Delaware, our stockholders are not entitled to dissenter’s or appraisal rights with respect to our proposed Certificate of Amendment to effect the Reverse Stock Split and we will not independently provide our stockholders with any such right.

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

The following is a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split that generally are expected to be applicable to U.S. Holders (as defined below) of our common stock who hold their common shares, both before and after the Reverse Stock Split, as capital assets within the meaning of Section 1221 of Internal Revenue Code of 1986, as amended (the “Code”) (generally property held for investment). This summary is based on provisions of the Code, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this proxy statement. Changes to these laws could alter the tax consequences described below, possibly with retroactive effect, which may result in the U.S. federal income tax consequences of the Reverse Stock Split differing substantially from the consequences summarized below. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split and there can be no assurance that the Internal Revenue Service or the courts will accept the positions expressed below.

This discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to a U.S. Holder. This discussion does not address the tax consequences which may apply to stockholders subject to special rules, such as financial institutions, insurance companies, tax-exempt organizations, dealers in securities, real estate investment trusts, regulated investment companies, stockholders who hold their pre-Reverse Stock Split shares through individual retirement or other tax-deferred accounts, stockholders who are not U.S. Holders (as defined below), stockholders who have a functional currency other than the U.S. dollar, partnerships, S corporations or other entities or arrangements classified as partnerships, grantor trusts, or disregarded entities for U.S. federal income tax purposes (or persons holding our common stock through such entities), stockholders who hold the pre-Reverse Stock Split shares as part of a straddle, hedge, conversion transaction or other integrated or risk reduction transaction, stockholders who hold the pre-Reverse Stock Split shares as qualified small business stock within the meaning of Section 1202 of the Code or Section 1244 stock for purposes of Section 1244 of the Code, stockholders who acquired their common stock in a transaction subject to the gain rollover provisions of Section 1045 of the Code, or stockholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise of employee stock options or otherwise as compensation.

In addition, this summary does not address: (a) the tax consequences of transactions effectuated before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split; (b) any U.S. federal non-income tax consequences of the Reverse Stock Split, including estate, gift or other tax consequences; (c) any state, local or non-U.S. tax consequences of the Reverse Stock Split; (d) the application of the alternative minimum tax, the Medicare contribution tax on net investment income, or the special tax accounting rules under Section 451(b) of the Code, or (e) tax consequences to holders of options, warrants or similar rights to acquire our common stock. Stockholders are urged to consult their own tax advisors to determine the particular consequences to them.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of our common stock that is any of the following:

Tax Consequences of the Reverse Stock Split

The Reverse Stock Split should constitute a “recapitalization” for U.S. federal income tax purposes. In general, the U.S. federal income tax consequences of a Reverse Stock Split will vary depending upon whether a U.S. Holder receives a full share in lieu of a fractional share for its pre-Reverse Stock Split common stock. A U.S. Holder generally should not recognize gain or loss upon the receipt of the Company’s common stock in the Reverse Stock Split except with respect to any additional fractions of a share of the Company’s common stock received as a result of the rounding up of any fractional shares that would otherwise be issued, as discussed below. Subject to the following discussion regarding a U.S. Holder’s receipt of a whole share of the Company’s common stock in lieu of a fractional share, a U.S. Holder’s aggregate tax basis in the reduced number of common stock should equal the U.S. Holder’s aggregate tax basis in its pre-Reverse Stock Split common stock and such U.S. Holder’s holding period in the reduced number of shares will include the holding period in its pre-Reverse Stock Split common stock exchanged. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the common stock surrendered to the common stock received in a recapitalization pursuant to the Reverse Stock Split. U.S. Holders should consult their tax advisors as to application of the foregoing rules where common stock were acquired at different times or at different prices.

No gain or loss will be recognized by Lulus as a result of the proposed Reverse Stock Split.

Tax Implications of Treatment of Fractional Shares

A U.S. Holder who holds a number of shares of common stock not evenly divisible by the Final Ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share of common stock. The U.S. federal income tax consequences of the receipt of such an additional fraction of a share are not clear. A stockholder that receives a full share in lieu of a fractional share may be treated as though it received a distribution from us to the extent that the value of the full share exceeds the value of the fractional share the stockholder otherwise would have received. Such distribution would generally be a dividend to the extent of our current or accumulated earnings and profits. Any amount in excess of earnings and profits would generally reduce the stockholder’s basis in their shares of common stock by the amount of such excess. The portion of the full share in excess of the fractional share would generally have a tax basis equal to the amount recognized as a dividend and the holding period for such share would begin on the date of the deemed distribution. Stockholders are urged to consult their own tax advisors as to the possible tax consequences of receiving an additional fraction of a share in the Reverse Stock Split.

The preceding discussion is intended only as a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split. It is not a complete analysis or discussion of all potential tax effects that may be important to a particular holder. All holders of our common stock should consult their own tax advisors as to the specific tax consequences of the Reverse Stock Split, including record retention and tax-reporting requirements, and the applicability and effect of any U.S. federal, state, local and non-U.S. tax laws.

This proposal requires the affirmative vote of the majority of the votes cast. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the Reverse Stock Split Proposal, we do not expect any broker non-votes in connection with this proposal.

The Board of Directors unanimously recommends a vote “FOR” the approval of an amendment to our Fourth Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split of our common stock, using a split ratio of not less than 1-for-2 and not more than 1-for-22, with the exact ratio to be determined in the sole discretion of our Board of Directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our Board of Directors in its sole discretion within one year of the date the proposal is approved by stockholders.