ALLURION TECHNOLOGIES, INC.

The Board has approved and declared advisable, and is asking stockholders to consider and vote upon, an amendment to our Charter to combine the outstanding shares of our common stock into a lesser number of outstanding shares, otherwise known as a “reverse stock split,” with the exact ratio and effective time of such Reverse Stock Split to be determined by our Board, subject to the limitations described below.

If approved by our stockholders at the Annual Meeting, the Board would have the sole discretion to effect the Reverse Stock Split at any time within one year of such approval, and to fix the specific ratio for the Reverse Stock Split within the range of not less than 1-for-1.5 and not more than 1-for-20.

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing with the Secretary of State of the State of Delaware of a Certificate of Amendment to our Charter setting forth the Reverse Stock Split (the “Certificate of Amendment”), or at a later time if and as set forth in the Certificate of Amendment. The exact timing will be determined by the Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders. In addition, the Board reserves the right, notwithstanding stockholder approval, to abandon the Reverse Stock Split if, at any time prior to the effectiveness of the Reverse Stock Split, the Board, in its sole discretion, determines that it is no longer in the best interests of our company and our stockholders to proceed. No further action on the part of stockholders will be required to either implement or abandon the Reverse Stock Split.

The proposed form Certificate of Amendment to our Charter to effect the Reverse Stock Split is attached as Appendix C to this Proxy Statement. Any amendment to our Charter to effect the Reverse Stock Split will include the ratio fixed by the Board within the range approved by our stockholders.

As of the Record Date, a total of 7,770,047 shares of our common stock were issued and outstanding and no shares were held in treasury. Based on such number of shares of our common stock issued and outstanding, immediately following the effectiveness of the Reverse Stock Split (and without giving any effect to the treatment of fractional shares), we will have, depending on the reverse stock split ratio selected by our Board, issued and outstanding shares of common stock as illustrated in the table under the heading “Impact on Common Stock” below.

The Reverse Stock Split will not result in a reduction of the total number of shares of our common stock that we are authorized to issue by a corresponding ratio, and, as a result, the number of authorized shares of common stock available for issuance will increase. See “Risk Factors—Risks Associated with the Reverse Stock Split” below.

All holders of our common stock will be affected proportionately by the Reverse Stock Split. Each stockholder will hold the same percentage of the outstanding common stock immediately following the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split, except to the extent that the Reverse Stock Split results in stockholders receiving additional shares as a result of rounding up fractional shares.

Reasons for Reverse Stock Split

Appeal to a Broader Range of Investors to Generate Greater Investor Interest

Our primary objective in effectuating the Reverse Stock Split is to raise the per share trading price of our common stock in order to appeal to a broader range of investors. We believe that the low market price of our common stock impairs its acceptability to important segments of the institutional investor community and the investing public. 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. Many institutional investors have policies prohibiting or discouraging them from holding lower-priced stocks in their portfolios, which reduces the number of potential purchasers of our common stock. Investment funds also may 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 do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. The trading market for our common stock depends, in part, on the research and reports that securities and industry analysts publish about us and our business. If few or no securities or industry analysts cover us, or current analysts cease coverage due to our share price, demand and the trading price for our common stock would likely be negatively impacted. Giving the Board the ability to effect the Reverse Stock Split, and thereby increase the price of our common stock, would give the Board the ability to address these issues if it is deemed necessary.

Other Potential Benefits of the Reverse Stock Split

Improved Perception of Our Common Stock as an Investment Security

The Board believes that effecting the Reverse Stock Split is one potential means of increasing the share price of our common stock to 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. In the event the Reverse Stock Split increases the trading price of our common stock, it may have the effect of improving this negative perception and market liquidity.

Provide Flexibility to Respond to Future Business Needs & Opportunities

The availability of additional authorized but unissued shares of our common stock would provide us with increased flexibility to consider and respond to future business needs and opportunities as they arise. While we are currently unaware of any such needs or opportunities, these could include future equity offerings, asset acquisitions, business combinations, and other strategic transactions.

Support the Continued Listing of Our Common Stock

Our common stock is listed on NYSE under the symbol “ALUR.” To maintain such listing, we must continue to comply with applicable NYSE listing rules, which, among other things, require a minimum bid price of $1.00 per share. While our common stock currently complies with this rule, we believe the Reverse Stock Split will reduce the risk that it becomes subject to delisting for this reason in the future. In addition, we may seek to list our common stock on an alternative national securities exchange. In order to do so, we will be required to comply with the initial listing requirements of such alternative national securities exchange, which may include a higher minimum bid price requirement. As we evaluate our ability to regain compliance with the continued listing requirements of the NYSE and/or to gain compliance with the initial listing requirements of an alternative national securities exchange, achievement of a minimum bid price equal to or exceeding certain thresholds is a significant pathway to such potential compliance.

Risks Associated with the Reverse Stock Split

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the trading price of our common stock. Reducing the number of outstanding shares of our common stock through a Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the market price of our common stock.

The effect of the Reverse Stock Split on the trading price cannot be predicted with any certainty. The history of similar combinations for companies in similar circumstances is varied, particularly because some investors may view such action by us negatively. There is no assurance that:

In addition, the Reverse Stock Split would have no effect on the number of shares of our authorized capital stock—the total number of authorized shares would remain the same as before the Reverse Stock Split, and only the number of outstanding shares of common stock would decrease. This would have the effect of increasing the number of shares of common stock available for issuance. As of the Record Date, the number of authorized shares of our common stock was 1,000,000,000 shares, which will not be affected by the Reverse Stock Split.

Risk of Dilution

The Board may authorize the issuance of the remaining authorized and unissued shares at the discretion of the Board when opportunities arise, without further stockholder action, except as may be required for a particular transaction by law, the rules of any exchange on which our securities may then be listed, or other agreements or restrictions. There are no preemptive rights relating to the common stock. As such, any issuance of additional shares of common stock would increase the number of outstanding shares of common stock and, unless such issuance was pro rata among existing stockholders, the percentage ownership of existing stockholders would be diluted accordingly. The issuance of additional shares also may cause a decline in the trading price of our common stock.

No Positive Effect on Market Capitalization

The market price of our common stock will also be based on the performance of our company and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is implemented 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. If the market price of our common stock increases by an amount equal or lesser to the proportion of the Reverse Stock Split, then our market value of listed securities and market value of publicly-held shares will not increase.

Other Considerations

In evaluating the Reverse Stock Split, in addition to the considerations described above, the Board also took into account various other factors associated with reverse stock splits generally. These factors include:

While the interest of some investors in our common stock may increase if the Reverse Stock Split results in an increased trading price, certain investors, analysts and other stock market participants view reverse stock splits in a negative light, and our implementation of the Reverse Stock Split may have the effect of limiting interest and investment in our company by such individuals and entities, and may negatively impact the trading price of our common stock as a result.

As noted above, the Reverse Stock Split also would result in an increased proportion of unissued authorized shares to issued shares, which could have possible anti-takeover effects and could be used by us to oppose a hostile takeover attempt, or to delay or prevent changes in our control or management (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of us with another company).

These authorized but unissued shares could, within the limits imposed by applicable law, be issued in one or more transactions that could make a change of control of our company more difficult, and therefore more unlikely, or used to resist or frustrate a third-party transaction that is favored by a majority of the independent stockholders. For example, without further stockholder approval, the Board could (within the limits imposed by applicable law) strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor our then-current Board, or the shares could be available for potential issuance pursuant to a shareholder rights plan. The additional authorized shares could be used to discourage persons from attempting to gain control of us by diluting the voting power of shares then outstanding, or increasing the voting power of persons that would support the Board in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by our Board although perceived as desirable by some stockholders. The issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal.

Despite these possible anti-takeover effects, the Reverse Stock Split has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt or any effort of which we are aware to accumulate our stock or to obtain control of us by means of a merger, tender offer, solicitation in opposition to management or otherwise (nor is our Board currently aware of any such attempts directed at us). Nevertheless, stockholders should be aware that approval of this Proposal 7 could facilitate future efforts by us to deter or prevent changes in our control, including transactions in which the stockholders might otherwise receive a premium for their shares over then-current market prices.

Finally, the Board considered that 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 per share trading price does not increase as a result of the Reverse Stock Split. In addition, 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, discussed below. Brokerage commission 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.

Timing and Selection of Ratio

In order to provide flexibility, the Board is seeking stockholder approval for a range of reverse split ratios of not less than 1-for-1.5 and not more than 1-for-20. The need for the range is due to the volatility of our stock price, which ranged from a high of $7.25 per share to a low of $0.5690 per share between August 2, 2023 (the first day of trading of ALUR on the NYSE) and the date of this Proxy Statement.

The Board believes that enabling the Board to set the exact reverse split ratio within the stated range will provide it with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for stockholders. In determining whether to implement the Reverse Stock Split and selecting the exchange ratio, the Board will consider factors such as:

The Board will have sole discretion as to any implementation of, and the exact timing and actual ratio of, the Reverse Stock Split within the range of ratios specified in this Proposal 7 and within one year after the date of the Annual Meeting. The Board may also determine that the Reverse Stock Split is no longer in the best interests of our Company and our stockholders and decide to abandon the Reverse Stock Split at any time before, during or after the Annual Meeting and prior to its effectiveness, without further action by the stockholders.

Impact on Stock Generally

After the effective date of the Reverse Stock Split, if implemented by the Board, the number of shares of common stock issued and outstanding will be reduced due to the Reverse Stock Split, depending upon the ratio determined by the Board, and each stockholder will own a reduced number of shares of common stock. The principal effect of the Reverse Stock Split will be to proportionately decrease the number of outstanding shares of our common stock based on the reverse stock split ratio selected by our Board.

The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in us, except as described in “Fractional Shares.” In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

The number of stockholders of record also will not be affected by the Reverse Stock Split; however, if approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of our common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. Our Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split.

Impact on Common Stock

The Reverse Stock Split will not change the terms of the common stock. After the Reverse Stock Split, the shares of common stock will have the same voting rights and rights to dividends and distributions as, and will be identical in all other respects to, the common stock now authorized. The common stock will remain fully paid andnon-assessable.

The table below illustrates certain, but not all, possible Reverse Stock Split ratios within the proposed range, together with the implied number of issued and outstanding shares of the common stock resulting from implementation of the Reverse Stock Split based on 7,770,047 shares of common stock issued and outstanding as of the Record Date.

Impact on Options, Option Plans and Warrants

Generally

Based upon the Reverse Stock Split ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase shares of common stock, and upon the conversion of convertible notes and convertible preferred stock. This would result in approximately the same aggregate price being required to be paid under such options or warrants upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the reverse stock split ratio.

As of the Record Date, we had:

Options and Option Plans

Under our 2010 Stock Incentive Plan, Amended and Restated 2020 Stock Option and Grant Plan, 2023 Plan and 2023 ESPP (collectively, our “Stock Plans”), the Compensation Committee of the Board has the power to determine the appropriate adjustment to the awards granted and shares reserved for issuance under our Stock Plans in the event of a reverse stock split. Accordingly, if the Reverse Stock Split is approved and effected, we expect that the Compensation Committee will proportionately adjust the number of shares available for issuance under the Stock Plans, as well as the number of shares subject to any outstanding award under the Stock Plans, and the exercise, grant price or purchase price relating to any such award or right under the Stock Plans to reflect the Reverse Stock Split. The Compensation Committee will also determine the treatment of fractional shares subject to stock options and other outstanding awards under the Stock Plans. In addition, pursuant to the authority provided under the Stock Plans, the Compensation Committee is expected to authorize us to effect any other changes necessary, desirable or appropriate to give effect to the Reverse Stock Split, including any applicable technical, conforming changes to our Stock Plans.

Specifically, it is expected that the number of shares subject to awards under the Stock Plans will be adjusted in each case to equal the product of the number of shares subject to the applicable award immediately prior to the Reverse Stock Split multiplied by the reverse stock split ratio (rounded down 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 reverse stock split ratio (rounded up to the nearest whole cent), and that the stock price goal of any performance-based restricted stock units will be adjusted in each case to equal the product of the applicable price goal in effect immediately prior to the Reverse Stock Split multiplied by the reverse stock split ratio (rounded up to the nearest whole cent).

Warrants

If the Reverse Stock Split is approved and effected, our outstanding warrants to purchase shares of our common stock will be proportionately adjusted to reflect the Reverse Stock Split, including the number of shares purchasable upon exercise of such warrants and their exercise prices. Any warrants, including warrants issued or assumed in the Business Combination, warrants issued in the public offering of our common stock and warrants in July 2025 and private warrants issued in multiple transactions in July 2024, January 2025 and February 2025, including the number of shares purchasable upon exercise of such warrants and their exercise prices, will likewise be proportionately adjusted to reflect the Reverse Stock Split.

No Impact on Rights of Preferred Stock

Our Charter currently authorizes the issuance of 100,000,000 shares of preferred stock, $0.0001 par value per share, of which no shares of preferred stock are currently issued and outstanding. The Reverse Stock Split would not increase the authorized number of shares of our preferred stock, and the number of issued and outstanding shares of preferred stock will not change.

No Effect on Par Value

The proposed Reverse Stock Split will not affect the par value of our common stock, which will remain at $0.0001.

Procedures for Implementing the Reverse Stock Split

The effective time of the Reverse Stock Split, if the Reverse Stock Split is approved by stockholders and implemented by us, will be the date and time set forth in the Certificate of Amendment that is filed with the Secretary of State of the State of Delaware (such time, the “Effective Time”). If the Reverse Stock Split is approved and the Board determines to proceed with the Reverse Stock Split, the exact timing of the filing of the Certificate of Amendment will be determined by our Board.

If, at any time prior to the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval, and without further action by the stockholders, the Board, in its sole discretion, determines that it is in the best interests of us and our stockholders to delay the filing of the Certificate of Amendment or abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned. The Board reserves the right to abandon the Reverse Stock Split without further action by our stockholders at any time before the effectiveness of the filing of the Certificate of Amendment with the Secretary of the State of Delaware, even if the authority to effect the Reverse Stock Split has been approved by our stockholders. By voting in favor of this Proposal 7, you are expressly also authorizing the Board to delay, not to proceed with, and abandon, the Reverse Stock Split if the Board should so decide, in its sole discretion, that such action is in the best interests of us and our stockholders.

Beneficial Holders of Common Stock

Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers or other nominees.

Registered “Book-Entry” Holders of Common Stock

All of our registered holders of common stock hold their shares electronically in book-entry form with our transfer agent, Continental Stock Transfer & Trust Company (“CST”). These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with statements from CST reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with CST will not need to take action to receive evidence of their shares of post-Reverse Stock Split common stock.

Fractional Shares

We will not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse stock split ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share.

Other Effects of the Reverse Stock Split

After the Effective Time, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Subject to our compliance with applicable continued listing requirements, our common stock will continue to be listed on the NYSE and traded under the symbol “ALUR,” although the exchange will add the letter “D” to the end of the trading symbol for a period of 20 trading days after the Effective Time to indicate that a Reverse Stock Split has occurred.

If a Reverse Stock Split is effected, then after the Effective Time, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates for our common stock with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described above under “—Procedure for Implementing the Reverse Stock Split.” The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act.

Accounting Matters

The proposed amendment to our Charter will not affect the par value of our common stock as noted above. As a result, at the Effective Time, the stated capital on our balance sheet attributable to the common stock will be reduced in the same proportion as the reverse stock split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of the common stock will be reclassified for prior periods to conform to the post-Reverse Stock Split presentation.

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

The following discussion summarizes certain U.S. federal income tax consequences of the Reverse Stock Split to holders of our common stock. This summary addresses the tax consequences only to U.S. Holders. 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:

This summary is based upon current provisions of the Code, existing Treasury Regulations and current administrative rulings and court decisions, all of which are subject to change or different interpretation. Any change, which may or may not be retroactive, could alter the tax consequences to us or our stockholders as described in this summary. No ruling from the Internal Revenue Service (“IRS”) has been or will be requested in connection with the Reverse Stock Split and there can be no assurance that the IRS will not challenge the statements and conclusions set forth below or a court would not sustain any such challenge.

No attempt has been made to comment on all U.S. federal income tax consequences of the Reverse Stock Split that may be relevant to particular U.S. Holders, including holders that: (i) are subject to special tax rules such as dealers, brokers and traders in securities, mutual funds, regulated investment companies, real estate investment trusts, insurance companies, banks or other financial institutions ortax-exempt entities; (ii) acquired their shares in connection with stock options, stock purchase plans or other compensatory transactions; (iii) hold their shares as a hedge or as part of a hedging, straddle, “conversion transaction”, “synthetic security”, integrated investment or any risk reduction strategy; (iv) are partnerships, limited liability companies that are not treated as corporations for U.S. federal income tax purposes, S corporations, or other pass-through entities or investors in such pass-through entities; (v) do not hold their shares as capital assets for U.S. federal income tax purposes (generally, property held for investment within the meaning of Section 1221 of the Code); (vi) hold their shares through individual retirement or othertax-deferred accounts; or (vii) who have a functional currency for U.S. federal income tax purposes other than the U.S. dollar.

In addition, the following discussion does not address state, local or foreign tax consequences of the Reverse Stock Split, the Medicare tax on net investment income, U.S. federal estate and gift tax, the alternative minimum tax, the rules regarding qualified small business stock within the meaning of Section 1202 of the Code, or any other aspect of any U.S. federal tax other than the income tax. The discussion generally assumes that for U.S. federal income tax purposes, the Reverse Stock Split will not be integrated or otherwise treated as part of a unified transaction with any other transaction.

General Tax Treatment of the Reverse Stock Split

The Reverse Stock Split is intended to qualify as a “reorganization” under Section 368(a) of the Code that should constitute a “recapitalization” for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization, a U.S. Holder generally will not recognize gain or loss upon the exchange of our common stock for a lesser number of shares of common stock, based upon the reverse stock split ratio. A U.S. Holder’s aggregate tax basis in the lesser number of shares of common stock received in the Reverse Stock Split will be the same such U.S. Holder’s aggregate tax basis in the shares of our common stock that such U.S. Holder owned prior to the Reverse Stock Split. The holding period for the common stock received in the Reverse Stock Split will include the period during which a U.S. Holder held the shares of our common stock that were surrendered in the Reverse Stock Split. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the Reverse Stock Split. 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.

THE FOREGOING IS A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE A TAX OPINION. EACH HOLDER OF OUR COMMON STOCK SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

Amendment Effective Date

If the proposed amendment to the Charter as described in this Proposal 7 is approved by the stockholders, upon the Board’s determination, if any, to effectuate the Reverse Stock Split and of the ratio (within the range approved pursuant to this Proposal 7) of such Reverse Stock Split, we will file the Certificate of Amendment reflecting the adopted amendment to our Charter with the Secretary of State of the State of Delaware. The Certificate of Amendment will be effective upon its filing or at such later time as specified in the Certificate of Amendment. If the stockholders do not approve this Proposal 7, the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware.

Dissenters’ Rights

No dissenters’ rights are available under the Delaware General Corporation Law or under our Charter or Bylaws to any stockholder who dissents from this Proposal 7.

Interests of Directors and Executive Officers

Our directors and executive officers do not have any substantial interest, directly or indirectly, in the matters set forth in this Proposal 7 except to the extent of their ownership of shares of common stock or any other of our securities.

The majority of the votes properly cast will be required to approve this Proposal 7. Abstentions and brokernon-votes will have no effect on the outcome of this Proposal 7.

FOR THE REVERSE STOCK SPLIT PROPOSAL.