BEYOND MEAT, INC.
For the period ended Nov 19, 2025. Filed Oct 17, 2025.
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Nov 19, 2025 · Filed Oct 17, 2025
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PROPOSAL NO. 4 REVERSE STOCK SPLIT
PROPOSAL NO. 4
REVERSE STOCK SPLIT
We are asking stockholders to approve a series of 30 alternate amendments to our Charter to effect (i) a reverse stock split (the “reverse stock split”) of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), if and when the reverse stock is effected.
Approval of this Proposal No. 4 (Reverse Stock Split Proposal) is independent and not conditioned upon the approval of any other proposal.
On September 28, 2025, our board of directors adopted resolutions:
(i) Approving and declaring advisable a series of 30 alternate amendments of our Charter to effect, at the discretion of our board of directors, a reverse stock split:
(a) At one of 15 reverse stock split ratios,1-for-10, 1-for-20, 1-for-30, 1-for-40, 1-for-50, 1-for-60, 1-for-70, 1-for-80, 1-for-90, 1-for-100, 1-for-110, 1-for-120, 1-for-130, 1-for-140 and 1-for-150, and contemporaneously with such reverse stock split and assuming that Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective, to effect a proportionate reduction in the number of authorized shares of Common Stock from 3,000,000,000 to 300,000,000, 150,000,000, 100,000,000, 75,000,000, 60,000,000, 50,000,000, 42,857,143, 37,500,000, 33,333,334, 30,000,000, 27,272,728, 25,000,000, 23,076,924, 21,428,572 and 20,000,000, respectively, and
(b) At one of 15 reverse stock split ratios,1-for-10, 1-for-20, 1-for-30, 1-for-40, 1-for-50, 1-for-60, 1-for-70, 1-for-80, 1-for-90, 1-for-100, 1-for-110, 1-for-120, 1-for-130, 1-for-140 and 1-for-150, and contemporaneously with such reverse stock split and assuming that Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders, to effect a proportionate reduction in the number of authorized shares of Common Stock from 500,000,000 to 50,000,000, 25,000,000, 16,666,667, 12,500,000, 10,000,000, 8,333,334, 7,142,858, 6,250,000, 5,555,556, 5,000,000, 4,545,455, 4,166,667, 3,846,154, 3,571,429 and 3,333,334, respectively (the reverse stock splits and corresponding proportionate reductions in the number of authorized shares as described in clauses (a) and (b) are each referred to as a “Reverse Stock Split Amendment” and are collectively referred to as the “Reverse Stock Split Amendments”),
(ii) Directing that each of the Reverse Stock Split Amendments be submitted to our stockholders for their approval, and
(iii) Recommending that our stockholders approve each of the Reverse Stock Split Amendments.
The actual number of authorized shares of Common Stock and the total number of authorized shares the Company is authorized to issue after giving effect to the reverse stock split, if and when effected, will depend on the reverse stock split ratio that the board of directors ultimately determines to effect and whether Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and has become effective.
The table below shows the reverse stock split ratio and the number of authorized shares of Common Stock (and the total number of authorized shares of capital stock the Company can issue) for each of the 15 alternate
42 | | 2025 Proxy Statement amendments, identified as Amendments A-1 through O-1 for the Reverse Stock Split Amendments, if Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective.
| AMENDMENT | REVERSESTOCK SPLITRATIO | NUMBER OF TOTALAUTHORIZED SHARES | NUMBER OF AUTHORIZED SHARESOF COMMON STOCK FOLLOWINGTHE REVERSE STOCK SPLIT(ASSUMING STOCKHOLDERAPPROVAL OF PROPOSAL NO. 3(AUTHORIZED SHARE INCREASEPROPOSAL)) |
|---|---|---|---|
| A-1 | 1-for-10 | 300,500,000 | 300,000,000 |
| B-1 | 1-for-20 | 150,500,000 | 150,000,000 |
| C-1 | 1-for-30 | 100,500,000 | 100,000,000 |
| D-1 | 1-for-40 | 75,500,000 | 75,000,000 |
| E-1 | 1-for-50 | 60,500,000 | 60,000,000 |
| F-1 | 1-for-60 | 50,500,000 | 50,000,000 |
| G-1 | 1-for-70 | 43,357,143 | 42,857,143 |
| H-1 | 1-for-80 | 38,000,000 | 37,500,000 |
| I-1 | 1-for-90 | 33,833,334 | 33,333,334 |
| J-1 | 1-for-100 | 30,500,000 | 30,000,000 |
| K-1 | 1-for-110 | 27,772,728 | 27,272,728 |
| L-1 | 1-for-120 | 25,500,000 | 25,000,000 |
| M-1 | 1-for-130 | 23,576,924 | 23,076,924 |
| N-1 | 1-for-140 | 21,928,572 | 21,428,572 |
| O-1 | 1-for-150 | 20,500,000 | 20,000,000 |
The table below shows the reverse stock split ratio and the number of authorized shares of Common Stock (and the total number of authorized shares of capital stock the Company can issue) for each of the 15 alternate amendments, identified as Amendments A-2 through O-2 for the Reverse Stock Split Amendments, if Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders.
| AMENDMENT | REVERSESTOCK SPLITRATIO | NUMBER OF TOTALAUTHORIZED SHARES | NUMBER OF AUTHORIZED SHARESOF COMMON STOCK FOLLOWINGTHE REVERSE STOCK SPLIT(ASSUMING STOCKHOLDERS DIDNOT APPROVE PROPOSAL NO. 3(AUTHORIZED SHARE INCREASEPROPOSAL)) |
|---|---|---|---|
| A-2 | 1-for-10 | 50,500,000 | 50,000,000 |
| B-2 | 1-for-20 | 25,500,000 | 25,000,000 |
| C-2 | 1-for-30 | 17,166,667 | 16,666,667 |
| D-2 | 1-for-40 | 13,000,000 | 12,500,000 |
| E-2 | 1-for-50 | 10,500,000 | 10,000,000 |
| F-2 | 1-for-60 | 8,833,334 | 8,333,334 |
| G-2 | 1-for-70 | 7,642,858 | 7,142,858 |
| H-2 | 1-for-80 | 6,750,000 | 6,250,000 |
| I-2 | 1-for-90 | 6,055,556 | 5,555,556 |
| J-2 | 1-for-100 | 5,500,000 | 5,000,000 |
| K-2 | 1-for-110 | 5,045,455 | 4,545,455 |
| L-2 | 1-for-120 | 4,666,667 | 4,166,667 |
| M-2 | 1-for-130 | 4,346,154 | 3,846,154 |
| N-2 | 1-for-140 | 4,071,429 | 3,571,429 |
| O-2 | 1-for-150 | 3,833,334 | 3,333,334 |
Upon receiving stockholder approval of the Reverse Stock Split Amendments, our board of directors will have the authority, but not the obligation, in its sole discretion, to elect whether to effect a reverse stock split and, if so, to determine the reverse stock split ratio from among the approved proposed Reverse Stock Split Amendments described in the tables above. If our board of directors determines to effect a reverse stock split, the Company will effect the reverse stock split by filing a certificate of amendment for the selected Reverse Stock Split Amendment in the form attached to this proxy statement as Annex C or Annex D, as applicable.
For convenience of our stockholders, each of the 15 amendments assuming that Proposal No. 3 (Authorized Share Increase Proposal) has been approved by our stockholders and becomes effective (as described in A-1 through O-1 above) has been set forth in Annex C and each of the 15 amendments assuming that Proposal No. 3 (Authorized Share Increase Proposal) has not been approved by our stockholders (as described in A-2 through O-2 above) has been set forth in Annex D, in each case, indicating in brackets the reverse stock split ratio and the corresponding total number of authorized shares and number of authorized shares of Common Stock that the Company would be authorized to issue for each of the alternate Reverse Stock Split Amendments. If our board of directors elects to effect a reverse stock split, only one Reverse Stock Split Amendment providing for the reverse stock split ratio will be chosen from among the approved proposed Reverse Stock Split Amendments, and a certificate of amendment for the selected Reverse Stock Split Amendment will be filed with the Secretary of State of the State of Delaware and become effective. In such case, our board of directors will abandon all other Reverse Stock Split Amendments.
We believe it is beneficial to provide our board of directors with the authority and flexibility to effect a reverse stock split, if and when needed, in the event our board of directors determines that a reverse stock split is in the best interests of the Company and our stockholders, including in order to maintain the Nasdaq listing of our
44 | | 2025 Proxy Statement
Common Stock or to bring the share price of our Common Stock in line with our peers or for other corporate purposes. However, pursuant to voting agreements entered into between the Company and Existing Noteholders holding 96.92% of the aggregate outstanding principal amount of the Existing Notes, our board of directors may not effectuate a reverse stock split (i) on or prior to the Early Release Date or (ii) during the period beginning on the Early Release Date and ending on the Final Release Date unless in the case of this clause (ii), (a) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (b) the Company has received a notice from Nasdaq of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction. In connection with any determination to effect the reverse stock split, our board of directors will set the timing for such a split and select the Reverse Stock Split Amendment from the Reverse Stock Split Amendments set forth in the tables above.
The determination as to whether the reverse stock split will be effected and, if so, pursuant to which Reverse Stock Split Amendment, will be based upon those market or business factors deemed relevant by our board of directors at that time, including, but not limited to:
| • | Our ability to continue the listing of our Common Stock on the Nasdaq; |
| • | Existing and expected marketability and liquidity of our Common Stock; |
| • | The historical and then-prevailing trading price and trading volume of our Common Stock; |
| • | Prevailing stock market conditions; |
| • | The anticipated impact of the reverse stock split on the trading market for our Common Stock; |
| • | The anticipated impact of the reverse stock split on our ability to raise financing; |
| • | Business developments affecting the Company; and |
| • | The likely effect on the market price of our Common Stock. |
Our board of directors believes that having stockholders approve 30 alternate Reverse Stock Split Amendments and granting the board of directors the discretion to select the ratio set forth in one Reverse Stock Split Amendment set forth in the tables above depending on whether Proposal No. 3 (Authorized Share Increase Proposal) has been approved by our stockholders and becomes effective, rather than having stockholders approve one specified ratio, provides us with maximum flexibility to react to then-current market conditions and volatility in the market price of our Common Stock in order to set a ratio that is intended to maintain for the foreseeable future, given market fluctuations, a stock price in excess of $1.00 per share to avoid a Nasdaq delisting of our shares of Common Stock, which could have an adverse effect on our business, liquidity and on the trading of our Common Stock due to, among other things, potential loss of confidence by partners, lenders, suppliers, customers and employees, and increased difficulty in raising capital. We also believe that an increased market price of our Common Stock may improve the marketability and liquidity of our Common Stock and encourage interest and trading in shares of our Common Stock, as well as bring the price of our Common Stock to a level commensurate with peer companies. In addition, a low per share price may negatively impact our acceptability to certain institutional investors, professional investors and other market participants.
If approved by our stockholders and implemented by our board of directors, as of the effective time of the Reverse Stock Split Amendment, each issued and outstanding share of our Common Stock would immediately and automatically be reclassified and reduced into a fewer number of shares of our Common Stock, depending upon the Reverse Stock Split Amendment selected by our board of directors, which ratio will be among the Reverse Stock Split Amendments set forth in the tables above except as described under the “—Fractional Shares” section below with respect to fractional shares. In addition, as of the effective time of the Reverse Stock
Split Amendment, the total number of authorized shares of Common Stock will be proportionately reduced (and the total number of authorized shares of capital stock the Company may issue will be correspondingly reduced) depending on the Reverse Stock Split Amendment selected by our board of directors and whether Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective.
Except with respect to fractional shares as described under the “—Fractional Shares” section below, the reverse stock split will not:
| • | Affect any stockholder’s percentage ownership interest in us; |
| • | Affect any stockholder’s proportionate voting power; |
| • | Substantially affect the voting rights or other privileges of any stockholder; or |
| • | Alter the relative rights of common stockholders, convertible notes holders, or holders of equity awards. |
Depending upon the ratio selected by our board of directors, the principal effects of the reverse stock split are:
| • | The number of shares of Common Stock issued and outstanding will be reduced proportionately based on the Reverse Stock Split Amendment selected by our board of directors, except with respect to fractional shares as described under the “—Fractional Shares” section below; |
| • | The total authorized number of shares of Common Stock (taking into account Proposal No. 3 (Authorized Share Increase Proposal)), if approved by our stockholders) will be reduced proportionately based on the reverse stock split ratio in the Reverse Stock Split Amendment selected by our board of directors and the total number of authorized shares of capital stock of the Company will be correspondingly reduced; |
| • | The per share exercise price will be increased proportionately by the reverse stock split ratio in the Reverse Stock Split Amendment selected by our board of directors at the time of the reverse stock split, and the number of shares issuable upon exercise shall be decreased by the same factor, for all outstanding equity awards, and other convertible or exercisable equity securities entitling the holders to purchase shares of our Common Stock; |
| • | The conversion rates for holders of our outstanding convertible securities (including the New Notes) (as described in Proposal No. 1 (Nasdaq 5635(d) Proposal)), will be adjusted proportionately, subject to their terms; and |
| • | The number of shares authorized and reserved for issuance under our equity plans (including the Restated Plan (and the MIP Awards thereunder) (as described in Proposal No. 2 (Restated Plan Proposal)), will be reduced proportionately. |
The following table contains approximate information relating to our Common Stock, based on share information as of September 27, 2025, and the impact of the reverse stock split thereon under the minimum and maximum proposed ratio assuming Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective:
| AFTER THE REVERSE STOCK SPLIT(1) | |||
|---|---|---|---|
| IF MINIMUM 1:10RATIO IS SELECTED · IF MAXIMUM 1:150RATIO IS SELECTED | |||
| Authorized Common Stock(2) | 3,000,000,000 | 300,000,000 | 20,000,000 |
| Common Stock Issued and Outstanding | 76,751,920 | 7,675,192 | 511,680 |
| Reserved for Issuance(3) | 37,839,305 | 3,783,931 | 252,262 |
| (1) | Does not take into account that fractional shares resulting from the reverse stock split will not be issued. |
46 | | 2025 Proxy Statement
| (2) | Assumes Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective. |
| (3) | Includes shares of Common Stock reserved for issuance (a) pursuant to the Company’s equity plans and (b) upon exercise of outstanding warrants. Does not include additional shares of Common Stock issuable upon full conversion of the New Notes (as described in Proposal No. 1 (Nasdaq 5635(d) Proposal) above), the full conversion of which is subject to stockholder approval. Also does not include the shares issuable or that may become issuable under the Restated Plan (as described in Proposal No. 2 (Restated Plan Proposal) above) or the sale of 4,690,790 shares of Common Stock under the ATM Program from September 28, 2025 through October 15, 2025 and shares of Common Stock available for future issuance under the ATM Program. |
The following table contains approximate information relating to our Common Stock, based on share information as of September 27, 2025, and the impact of the reverse stock split thereon under the minimum and maximum proposed ratio assuming Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders:
| AFTER THE REVERSE STOCK SPLIT(1) | |||
|---|---|---|---|
| IF MINIMUM 1:10RATIO IS SELECTED · IF MAXIMUM 1:150RATIO IS SELECTED | |||
| Authorized Common Stock(2) | 500,000,000 | 50,000,000 | 3,333,334 |
| Common Stock Issued and Outstanding | 76,751,920 | 7,675,192 | 511,680 |
| Reserved for Issuance(3) | 37,839,305 | 3,783,931 | 252,262 |
| (1) | Does not take into account that fractional shares resulting from the reverse stock split will not be issued. |
| (2) | Assumes Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders. |
| (3) | Includes shares of Common Stock reserved for issuance (a) pursuant to the Company’s equity plans and (b) upon exercise of outstanding warrants. Does not include additional shares of Common Stock issuable upon full conversion of the New Notes (as described in Proposal No. 1 (Nasdaq 5635(d) Proposal) above), the full conversion of which is subject to stockholder approval. Also does not include the shares issuable or that may become issuable under the Restated Plan (as described in Proposal No. 2 (Restated Plan Proposal) above) or the sale of 4,690,790 shares of Common Stock under the ATM Program from September 28, 2025 through October 15, 2025 and shares of Common Stock available for future issuance under the ATM Program. |
After the effective date of the reverse stock split, our Common Stock will have a new CUSIP number. 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 the reverse stock split will not affect the registration of our Common Stock under the Exchange Act.
Required Adjustment to Currently Outstanding Securities Exercisable or Convertible into Shares of our Common Stock. The reverse stock split would effect a reduction in the number of shares of Common Stock issuable upon the exercise of any outstanding equity awards and warrants and upon conversion of convertible notes, including the New Notes, in proportion to the reverse stock split ratio. The exercise price of any outstanding equity awards and warrants and conversion price of any outstanding convertible notes would increase, likewise in proportion to the reverse stock split ratio.
Required Adjustment to the Number of Shares of Common Stock Available for Future Issuance Under our Equity Plans. In connection with any reverse stock split, the board of directors would also make a corresponding reduction in the number of shares available for future issuance under our equity plans so as to avoid the effect of increasing the number of authorized but unissued shares available for future issuance under such plans.
Odd Lots. In addition, the reverse stock split may result in some stockholders owning “odd lots” of less than one hundred (100) shares of Common Stock, which may be more difficult to sell and may cause those holders to incur greater brokerage commissions and other costs upon sale.
Certificate of Amendment. If our board of directors determines to implement the reverse stock split, we will file a certificate of amendment for the selected Reverse Stock Split Amendment in the form attached to this proxy statement as Annex Cor Annex D, as applicable, with the Delaware Secretary of State and will abandon the other Reverse Stock Split Amendments. Upon the filing and effectiveness of the selected Reverse Stock Split Amendment, without any further action on our part or our stockholders, the issued shares of Common Stock held by stockholders as of the effective date of the reverse stock split would be converted into a lesser number of shares of Common Stock based on the ratio included in the selected Reverse Stock Split Amendment and the number of authorized shares of Common Stock will be reduced accordingly. We intend to file a restated Charter with the Delaware Secretary of State after the Reverse Stock Split Amendment is effective.
Effect on Preferred Stock. The proposed Reverse Stock Split Amendment would not impact the total authorized number of shares of preferred stock or the par value thereof.
Effect on Par Value. The proposed Reverse Stock Split Amendment will not affect the par value of our Common Stock, which will remain at $0.0001 per share.
In the event that the Reverse Stock Split Amendments are not approved by our stockholders, we intend to monitor the trading price of our Common Stock on Nasdaq and will consider available options to resolve any potentialnon-compliance with the Nasdaq listing rules. On October 16, 2025, the last trading day prior to the filing of this proxy statement, the closing price of our Common Stock on Nasdaq was $0.52 per share. We believe that our ability to remain listed on Nasdaq would be significantly and negatively affected if this Proposal No. 4 (Reverse Stock Split Proposal) is not approved in the event the share price of our Common Stock were to remain below $1.00. In addition, if our Common Stock is delisted it will significantly and negatively affect our ability to obtain alternative debt or equity financing in order to support Company operations.
Fractional Shares
Common Stock. If the shares of Common Stock held by any holder of Common Stock immediately prior to the effectiveness of the Reverse Stock Split Amendment are collectively reclassified pursuant to the reverse stock split into a fractional share of Common Stock, the Company will issue to such holder such fraction of a share of Common Stock as is necessary to round the number of shares of Common Stock held by such holder immediately following the reverse stock split up to the nearest whole number of shares. Such additional shares of Common Stock would be issued in consideration for the corporate benefits to the Company arising from not having to issue fractional shares or pay in cash the fair value of such fractional shares in lieu of the issuance thereof, which would result in any fractional shares of Common Stock that would otherwise be held by a holder following the reverse stock split being rounded up to the nearest whole number of shares of Common Stock.
Equity Awards: If the reverse stock split is effected, the number of shares available for issuance under our equity plans on such date, as well as the number of shares subject to any outstanding equity award and the exercise price, grant price or purchase price relating to any such equity award under our equity plans, are expected to be equitably adjusted by our board of directors to reflect the reverse stock split. Any fractional shares resulting from such adjustment are expected to be eliminated by rounding upward or downward to the nearest whole share.
Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record
If you hold registered shares of our Common Stock in book-entry form, you do not need to take any action to receive your post-reverse stock split shares of our Common Stock in registered book-entry form in the event our board of directors determines to effect a reverse stock split. If you are entitled to post-reverse stock split shares of our Common Stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the effectiveness of the reverse stock split indicating the number of shares of our Common Stock you hold.
48 | | 2025 Proxy Statement
At the effectiveness of the reverse stock split, we intend to treat stockholders holding shares of our Common Stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered stockholders whose shares of our Common Stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the reverse stock split for their beneficial holders holding shares of our Common Stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the reverse stock split. If you hold your shares of our Common Stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.
Accounting Matters
In the event our board of directors determines to effect a reverse stock split in the future, such reverse stock split will not affect the common stock capital account on our balance sheet and the par value of our Common Stock will remain unchanged. The stated capital component, which consists of the par value per share of our Common Stock multiplied by the aggregate number of shares of our Common Stock issued, will be reduced in proportion to the size of the reverse stock split, subject to a minor adjustment in respect of the treatment of fractional shares as described above, 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. Immediately after the reverse stock split, the per share net income or loss and net book value of our Common Stock will be increased, as compared to the per share amounts absent the reverse stock split, because there will be fewer shares of common stock outstanding.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares following the proposed 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.
Potential Anti-Takeover Effect
The reverse stock split is not being proposed in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar amendments to the board of directors and our stockholders.
No Appraisal Rights
Our stockholders are not entitled to appraisal rights with respect to the reverse stock split, and we will not independently provide stockholders with any such right.
Certain Federal Income Tax Consequences of the Reverse Stock Split
The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the reverse stock split, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (“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 currently 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 contrary position to that discussed below regarding the tax consequences of the reverse stock split.
This discussion is limited to U.S. Holders that hold our 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 Medicare contribution tax on net investment income or any item of gross income with respect to our Common Stock being taken into account in an “applicable financial statement” (as defined in the Code). In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:
| • | Persons whose functional currency is not the U.S. dollar; |
| • | Persons holding our Common Stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; |
| • | Banks, insurance companies and other financial institutions; |
| • | Real estate investment trusts and registered investment companies; |
| • | Brokers, dealers or traders in securities; |
| • | Corporations that accumulate earnings to avoid U.S. federal income tax; |
| • | S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); |
| • | Tax-exempt organizations or governmental organizations; |
| • | Persons deemed to sell our Common Stock under the constructive sale provisions of the Code; |
| • | Persons who hold or receive our Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation; and |
| • | Tax-qualified retirement plans. |
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the reverse stock split to them.
THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS 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, LOCALOR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Common Stock that for U.S. federal income tax purposes is, or is treated as:
| • | An individual who is a citizen or resident of the United States; |
| • | A corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; |
| • | An estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
| • | A trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. |
The proposed reverse stock split is intended to be treated as a “recapitalization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. As a result, a U.S. Holder generally should not recognize
50 | | 2025 Proxy Statement gain or loss upon the proposed reverse stock split for U.S. federal income tax purposes. A U.S. Holder’s aggregate adjusted tax basis in the shares of our Common Stock received pursuant to the proposed reverse stock split should equal the aggregate adjusted tax basis of the shares of our Common Stock exchanged therefor. The U.S. Holder’s holding period in the shares of our Common Stock received pursuant to the proposed reverse stock split should include the holding period in the shares of our Common Stock exchanged therefor. However, a U.S. Holder who receives a whole share of Common Stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional share to which such U.S. Holder was otherwise entitled. Any such recognition of gain may affect the holding period and adjusted tax basis of such U.S. Holder’s whole share received in lieu of a fractional share. U.S. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of Common Stock surrendered in a recapitalization to shares received in the recapitalization. U.S. Holders of shares of our 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.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal No. 4 (Reverse Stock Split Proposal) regarding the proposed reverse stock split except to the extent of their ownership of shares of our Common Stock or securities exercisable or convertible into shares of Common Stock.
Reservation of Right to Abandon Reverse Stock Split
We reserve the right to abandon any or all of the Reverse Stock Split Amendments without further action by our stockholders at any time before the effectiveness of the filing of a certificate of amendment setting forth the Reverse Stock Split Amendment with the Delaware Secretary of State, even if the Reverse Stock Split Amendment has been approved by our stockholders at the Special Meeting. If our board of directors decides to effect the reverse stock split, our board of directors will abandon all of the Reverse Stock Split Amendments other than the Reverse Stock Split Amendment that is filed with the Delaware Secretary of State. By voting in favor of this Proposal No. 4 (Reverse Stock Split Proposal), you are expressly also authorizing our board of directors to delay, or not to proceed with and abandon, the Reverse Stock Split Amendment if it should so decide, in its sole discretion, and that such action is in the best interests of the Company and our stockholders.
On September 28, 2025, our board of directors approved the 30 alternate Reverse Stock Split Amendments and declared that they are advisable and in the best interests of the Company and our stockholders, and directed that the 30 alternate Reverse Stock Split Amendments be submitted to our stockholders for approval and adoption and recommends that our stockholders vote “FOR” the approval of this Proposal No. 4 (Reverse Stock Split Proposal).
Proposal No. 4 (Reverse Stock Split Proposal) requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting pursuant to Section 242(d)(2) of the General Corporation Law of the State of Delaware. Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Brokernon-votes, if any, will also have no effect on the outcome of this proposal.
As of the Early Settlement Date, Existing Noteholders holding 96.92% of the aggregate outstanding principal amount of the Existing Notes entered into voting agreements with the Company in connection with the tender of their Existing Notes pursuant to which they agreed to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they received in the
Exchange Offer and beneficially owned as of the Record Date in favor of the proposals set forth in this proxy statement, including this Proposal No. 4 (Reverse Stock Split Proposal). Pursuant to the voting agreements, we also agreed not to effectuate a reverse stock split (i) on or prior to the Early Release Date or (ii) during the period beginning on the Early Release Date and ending on the Final Release Date unless in the case of this clause (ii), (a) our Common Stock fails to meet the minimum bid price of at least $1.00 per share on the Nasdaq Global Select Market for any fifteen (15) consecutive business days in the period commencing fifteen (15) business days prior to the Early Release Date and ending on the Final Release Date or (b) the Company has received a notice from Nasdaq of failure to meet the continued listing requirement for minimum bid price at any time prior to such reverse stock split and has not subsequently cured such deficiency to Nasdaq’s satisfaction.
The Board of Directors recommends a vote FOR the approval of the Reverse Stock Split Proposal.
52 | | 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.