Stablecoin Development Corp

General

At the Special Meeting, we are asking our stockholders to authorize and approve the voluntary Dissolution of the Company pursuant to the Plan of Dissolution. The Board of Directors has determined that the Dissolution is advisable and in the best interests of the Company and its stockholders, approved the Dissolution and adopted the Plan of Dissolution effective September 19, 2024, subject to stockholder approval at the Special Meeting. A copy of the Plan of Dissolution is attached as Annex A to this Proxy Statement. All material terms of the Plan of Dissolution are summarized below.We encourage you to read the Plan of Dissolution in its entirety.

In general terms, if we dissolve pursuant to the Plan of Dissolution, we will cease conducting our business, wind-up our affairs, dispose of our non-cash assets, pay or otherwise provide for our obligations, and distribute our remaining assets, if any, during the Survival Period (i.e., a post-dissolution period of at least three (3) years (or longer as the Delaware Court of Chancery shall in its discretion direct)), as required by the DGCL. Within the Survival Period and subject to the discretion of the Delaware Court of Chancery, we expect initial distributions to stockholders to occur in nine (9) to twelve (12) months following the Effective Time of the Dissolution. The Effective Time of the Dissolution will be when the Certificate of Dissolution is filed with the office of the Secretary of State or such later date and time that is stated in the Certificate of Dissolution. With respect to the Dissolution, we will follow the dissolution and winding up procedures prescribed by the DGCL, as described in further detail under the heading “Proposal One: The Dissolution Proposal—Dissolution Under Delaware Law” beginning on page 25 of this Proxy Statement. You should carefully consider the risk factors relating to the Dissolution and described under “Risk Factors —Risks Related to the Dissolution” in this Proxy Statement.

If the stockholders approve the Dissolution Proposal, we currently plan to file the Certificate of Dissolution with the Secretary of State as soon as practical following the Special Meeting; however, such filing may be delayed or not filed at all as determined by the Board of Directors in its sole discretion, as described in more detail below.

Summary of the Dissolution

Following the filing of the Certificate of Dissolution with the Secretary of State, in accordance with the applicable provisions of the DGCL, the Board of Directors will proceed to wind-up our affairs. Authorization of the Dissolution by the holders of a majority of our outstanding stock shall constitute the authorization of the sale, exchange or other disposition in liquidation of all of our remaining property and assets after the Effective Time, whether the sale, exchange or other disposition occurs in one transaction or a series of transactions, and shall constitute ratification of any and all contracts for sale, exchange or other disposition that are conditioned on stockholder approval. If our stockholders do not approve the Dissolution Proposal, we will continue our corporate existence and the Board of Directors will continue to explore alternatives for returning capital to stockholders in a manner intended to maximize value or, to the extent any viable alternatives are not available, we may need to file for bankruptcy protection or commence a similar state law proceeding.

We intend to rely on the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL to, among other things, obtain an order from the Delaware Court of Chancery establishing the amount and form of security for contested known, contingent and potential future claims that are likely to arise or become known within five (5) years of filing of the Certificate of Dissolution (or such longer period of time as the Delaware Court of Chancery may determine not to exceed ten (10) years) (the “Court Order”).

Subject to the requirements of the DGCL and the Plan of Dissolution, as further described below, we will use our existing cash (which is primarily comprised of the remaining proceeds from the Avenova Asset Sale and the Wound Care Transaction) to pay for our winding up procedures, including without limitation:

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Background for the Dissolution

As a result of our financial outlook and the increasing difficulty in raising additional capital to fund ongoing operations, the Board of Directors and management considered and evaluated a variety of strategic alternatives, including offers received from third parties for the potential sale of the Company or the sale of its assets, including the Avenova Assets. During 2024, the Board of Directors weighed and evaluated whether such strategic options were in the best interests of the Company and its stockholders when compared to our prospects and strategic plans (both in the short- and long-term), and, ultimately determined that the Company would evaluate and pursue a potential sale transaction with PRN, as provided below.

Over our corporate history, and particularly in recent years, we have faced meaningful operational and financial challenges. Since 2022, based on the amount of capital and liquidity available for continuing operations, we have publicly disclosed in our periodic filings with the SEC that our planned operations raised substantial doubt about our ability to continue as a going concern. Prior to completing the Avenova Asset Sale and the Wound Care Transaction, we worked diligently to fund our operations over the years through capital raise transactions, including our July 2024 Public Offering, our June 2024 Warrant Reprice and the March 2024 DERMAdoctor Sale. While the capital raised in these 2024 transactions resulted in proceeds that were important to maintaining our operations at the time, such amounts were not sufficient to continue to fund our current operations beyond the fourth quarter of 2024, as disclosed in our filings with the SEC.

As a result of the imminent need for capital in the near term and capital raise transactions having become increasingly complex and difficult to identify and close, and after diligently evaluating the strategic options at the time available to us in the near- and long-term, and our liquidity and cash position, we determined to further consider the sale of the Avenova Assets to PRN and a potential liquidation and dissolution of the Company after the completion of the Avenova Asset Sale.

The Board of Directors initially met to consider the Dissolution of NovaBay in connection with its evaluation of the Avenova Asset Sale, on August 29, 2024. Our legal counsel, Squire Patton Boggs (US) LLP (“Squire Patton Boggs”), provided the Board of Directors with a presentation of legal considerations with respect to the Avenova Asset Sale. At such meeting the Board of Directors approved the Avenova Asset Sale, and also discussed and determined that it was advisable and in the best interests of the Company to evaluate a potential liquidation and dissolution of the Company after the completion of the Avenova Asset Sale. The Board of Directors authorized our management to engage Delaware counsel to provide support in connection with a potential liquidation and dissolution, and our management subsequently engaged Chipman Brown Cicero & Cole, LLC (“Chipman Brown”) as Delaware counsel on September 3, 2024.

Thereafter, on September 16, 2024, Squire Patton Boggs provided another presentation to the Board of Directors regarding the Avenova Asset Sale. Chipman Brown also attended the meeting with the Board of Directors to answer inquiries regarding a potential liquidation and dissolution of the Company. Members of the Board of Directors were provided with the opportunity to direct questions to representatives of Squire Patton Boggs and Chipman Brown. At such meeting, the Board of Directors, after considering and deliberating on the relevant facts and circumstances as determined by the Board of Directors in its sole discretion and the interests of the stockholders, unanimously determined, among other things, (i) that the Avenova Asset Sale, as contemplated by the Purchase Agreement and the other transaction documents, was advisable and in the best interests of the Company and its stockholders at that time; (ii) to approve the Purchase Agreement and the transaction contemplated thereby; (iii) that the Board of Directors should take the necessary action to authorize and approve the Avenova Asset Sale, including authorizing, empowering and directing management to negotiate and enter into the transaction documents and to take such other actions in order to effectuate such transaction; and (iv) to take the necessary action to submit to our stockholders the Dissolution, with the Board of Directors retaining discretion to continue evaluating and determine if and when the Dissolution should be effected.

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On the afternoon of September 19, 2024, following the approval of our Board of Directors, the Company and PRN executed the Purchase Agreement and the Plan of Dissolution became effective. On September 20, 2024, we issued a press release publicly announcing the Avenova Asset Sale and that we were pursuing the Dissolution.

On November 4, 2024, after considering revised terms provided by PRN to NovaBay, among which included an increase in the base purchase price to $11.5 million and bridge financing of up to $1.0 million, which were offered to NovaBay in response to an unsolicited acquisition proposal that we determined was a “Superior Proposal” as defined in the Purchase Agreement. The Board of Directors determined that (i) the unsolicited offer received was no longer a “Superior Proposal” and (ii) the consummation of the Avenova Asset Sale with PRN was advisable and in the best interests of the Company and its stockholders. As a result, on November 5, 2024, the Company and PRN entered into Amendment No. 1 to the Asset Purchase Agreement and the Bridge Loan, among other documents.

On November 22, 2024, proposals to approve the Avenova Asset Sale and the Dissolution were presented to stockholders at the 2024 Special Meeting, which originally convened on November 22, 2024 and was subsequently adjourned and reconvened to solicit additional proxies as there were not sufficient votes cast to approve the Avenova Asset Sale and the Dissolution.

At the reconvened 2024 Special Meeting on January 16, 2025, the Avenova Asset Sale proposal was approved by stockholders; however, the proposal to approve the Dissolution was not approved by stockholders at that time, and the 2024 Special Meeting was adjourned until January 30, 2025.

On January 17, 2025, PRN and NovaBay closed the Avenova Asset Sale.

On January 29, 2025, the Board of Directors met to consider with Company management, with Squire Patton Boggs present, the viable strategic alternatives available to the Company that would maximize the remaining value for the Company and our stockholders in the event that the Dissolution is not approved at the reconvened 2024 Special Meeting on January 30, 2025, which included a discussion of the Company potentially pursuing a new special meeting of stockholders to obtain approval of the Dissolution. The Board of Directors considered various factors, including the significantly reduced business, assets, revenue and operating expenses of the Company following the completion of the Avenova Asset Sale and the Wound Care Transaction, the absence of more favorable strategic options/transactions currently available to us compared to pursuing the Dissolution, as well as the likelihood of receiving stockholder approval at a new special meeting of stockholders. When the 2024 Special Meeting reconvened on January 30, 2025, we did not receive the requisite vote of stockholders representing a majority of outstanding shares of our common stock to approve the Dissolution, having received approval of stockholders representing 49% of outstanding shares of NovaBay common stock. Of the votes cast at the 2024 Special Meeting by holders of our common stock, approximately 88% of those shares voted in favor of the Dissolution.

Following such meeting, on February 3, 2025, the Board of Directors unanimously determined that the best opportunity available to maximize the remaining value for the Company and our stockholders is to continue pursuing a wind-up of our affairs and pursue the Dissolution under Delaware law and that it is in the best interests of the Company and its stockholders to approve and authorize the necessary action to obtain stockholder approval for the Dissolution pursuant to the Plan of Dissolution, with the Board of Directors retaining discretion to continue evaluating and determine if and when the Dissolution should be effected. On February 4, 2025, we filed a Current Report on Form 8-K publicly announcing our intention to call this Special Meeting for holders of our common stock to vote to approve the Dissolution Proposal. As a result of the Company having not obtained stockholder approval at the 2024 Special Meeting and the uncertainty of whether stockholders will approve the Dissolution at this Special Meeting, the Board of Directors determined that it was in the best interest of the Company and its stockholders to undertake additional efforts to identify potential strategic alternatives that may be available to us at this time instead of waiting until after the Special Meeting. To facilitate this, on March 4, 2025, the Company engaged Lucid to assist us in identifying and exploring Potential Strategic Transactions. Although we are exploring other strategic alternatives, including a Potential Strategic Transaction, to address potential risks and uncertainties of not receiving stockholder approval for the Dissolution, we continue to believe that the Dissolution is currently the best opportunity for us to maximize the remaining value of the Company for our stockholders.

Reasons for the Dissolution

As described elsewhere in this Proxy Statement, the Board of Directors has diligently evaluated our strategic options in the near- and long-term and determined that the Dissolution, pursuant to the terms and provisions of the Plan of Dissolution, is advisable and in the best interests of NovaBay and our stockholders. The Board of Directors’ evaluation has included our efforts to pursue potential strategic alternatives available to the Company, such as financings, mergers, reverse mergers, asset sales or dispositions, strategic partnerships, licensing and sub-licensing transactions, and other strategic transactions, and, following the results of such review, believes that pursuing the Dissolution and wind-up of the Company in accordance with the Plan of Dissolution provides the best opportunity and most flexibility to optimize the remaining value for NovaBay and our stockholders.

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In reaching its decision to unanimously approve the Dissolution and to recommend that our stockholders vote to approve the Dissolution pursuant to the Plan of Dissolution at this Special Meeting, the Board of Directors, after careful consideration with our management and accounting, legal and tax advisors, determined that the Dissolution was in the best interests of the Company’s stockholders based on the following factors (in addition to other pertinent factors):

The Board of Directors also considered potential drawbacks or risks relating to the Dissolution, including those described in “Risk Factors —Risks Related to the Dissolution” in this Proxy Statement.

In addition, the Board of Directors was aware of and considered the interests that certain of our directors and executive officers may have with respect to the Dissolution that differ from, or are in addition to, their interests as stockholders of NovaBay, as described under the heading “Interests of Directors and Executive Officers in the Approval of the Plan of Dissolution.”

As a result of its evaluation, the Board of Directors concluded that the Dissolution provides the best opportunity to maximize any remaining value for the Company and its stockholders among the alternatives currently available and is therefore in the best interests of the Company and its stockholders.

The preceding discussion summarizes and is not intended to be an exhaustive description of the information and factors considered by the Board of Directors, but it summarizes and addresses the material information and factors considered by the Board of Directors in its consideration of the Dissolution. In view of the wide variety of factors considered by the Board of Directors, and complexity of these matters, in connection with its evaluation of the Plan of Dissolution, the Board of Directors did not find it practical and did not quantify or otherwise attempt to assign relative weight to the specific factors considered in reaching its conclusions. In considering the factors described above, individual members of the Board of Directors may have given different weight to different factors. The Board of Directors approved the Dissolution pursuant to the Plan of Dissolution based upon the totality of the information presented to and considered by it.

Dissolution Under Delaware Law

We are a corporation organized under the laws of the State of Delaware and accordingly the Dissolution will be governed by the DGCL. The following is a brief summary of some of the relevant provisions of the DGCL applicable to the Dissolution. The following summary is qualified in its entirety by Sections 275 through 283 of the DGCL.

Authorization of Board and Stockholders. Pursuant to the DGCL, if a corporation’s board of directors deems it advisable that the corporation should dissolve, it may adopt a resolution to that effect by a majority vote of the whole board and notify the corporation’s stockholders entitled to vote on the dissolution of the adoption of the resolution and the calling of a meeting of stockholders to act on the resolution. The Board of Directors has unanimously adopted a resolution approving the Dissolution and the Plan of Dissolution and declared them advisable and recommended them to our stockholders. The Dissolution and the Plan of Dissolution must be authorized and approved by the holders of a majority of our outstanding shares of common stock on the Record Date entitled to vote on the Dissolution Proposal.

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Possible Permitted Abandonment of Dissolution. The resolution authorizing a dissolution adopted by a corporation’s board of directors may provide that, notwithstanding authorization of the dissolution by the corporation’s stockholders, the board of directors may abandon the dissolution without further action by the stockholders. While we do not currently foresee any reason that the Board of Directors would abandon the proposed Dissolution once it is authorized by our stockholders, to provide the Board of Directors with the maximum flexibility to act in the best interests of our stockholders, the resolutions adopted by the Board of Directors include language providing the Board of Directors with the flexibility to abandon the Dissolution without further action of our stockholders at any time prior to the filing of the Certificate of Dissolution.

Certificate of Dissolution. If a corporation’s stockholders authorize its dissolution, to consummate the dissolution, the corporation must file a certificate of dissolution with the Secretary of State. If our stockholders authorize the Dissolution at the Special Meeting, we intend to file the Certificate of Dissolution with the Secretary of State as soon as practical following the Special Meeting. However, the timing of such filing is subject to the discretion of the Board of Directors.

Time of Dissolution. When a corporation’s certificate of dissolution is filed with the Secretary of State and has become effective, along with the corporation’s tender of all taxes (including Delaware franchise taxes) and fees authorized to be collected by the Secretary of State, the corporation will be dissolved.

Continuation of Corporation After Dissolution. Section 278 of the DGCL provides that after a corporation is dissolved, its existence continues for the Survival Period for the limited purpose of prosecuting and defending suits by or against the corporation and to enable the corporation to settle and close its business and dispose of and convey its remaining assets. A dissolved corporation may not, however, continue the business for which it was organized. Any action, suit or proceeding begun by or against the corporation before or during this survival period does not abate by reason of the dissolution, and for the purpose of any such action, suit or proceeding, the corporation will continue beyond the Survival Period until any related judgments, orders or decrees are fully executed, without the necessity for any special direction by the Delaware Court of Chancery. The Plan of Dissolution will govern our winding up process after Dissolution. See the section titled “—Principal Terms and Conditions of the Plan of Dissolution” in this Proxy Statement.

Payments and Distributions to Claimants and Stockholders. A dissolved corporation must make provision for the payment (or reservation of security for payment) of current and certain potential future claims against the corporation in accordance with the applicable provisions of the DGCL and the distribution of remaining assets to the corporation’s stockholders. The dissolved corporation may do this by following one of two procedures, as described below. We currently plan to elect to follow the Safe Harbor Procedures (as defined below)** **as the Delaware Court of Chancery generally approves payout amounts and it accordingly affords greater protection to our stockholders and directors than the Alternative Procedures (as defined below). The Safe Harbor Procedures limit our stockholders’ liability from claims against us once dissolved and protect our directors from personal liability to our claimants once dissolved. However, our Plan of Dissolution permits the Board of Directors the discretion to decide to modify, amend or abandon the Plan of Dissolution, which would include deciding to follow the Alternative Procedures as permitted by the DGCL.

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Principal Terms and Conditions of the Plan of Dissolution

The Dissolution will be conducted in accordance with the Plan of Dissolution. This section of this Proxy Statement describes material aspects of the proposed Plan of Dissolution. While we believe that the description covers the material terms of the Plan of Dissolution, this summary may not contain all of the information that is important to you. You should carefully read this entire Proxy Statement, including the Plan of Dissolution attached as Annex A to this Proxy Statement for a more complete understanding of the Dissolution. Our Plan of Dissolution may be modified, amended, or abandoned by action by the Board of Directors at any time and from time to time, as further described below including that the Board of Directors retains the discretion to opt to dissolve the Company in accordance with the Alternative Procedures.

Authorization and Effectiveness. Our Plan of Dissolution will be deemed approved if the holders of a majority of the outstanding shares of our common stock as of the Record Date entitled to vote on the Dissolution Proposal approve the Dissolution and the Plan of Dissolution. Our Plan of Dissolution will constitute our authorized plan and will evidence our authority to take all actions described in the Plan of Dissolution. Following the authorization of the Dissolution and the Plan of Dissolution by our stockholders, at such time as the Board of Directors determines to be appropriate, we will file the Certificate of Dissolution with the Secretary of State and ensure that all relevant taxes (including Delaware franchise taxes) and fees are paid, unless the Dissolution is abandoned by the Board of Directors prior to that time. The Effective Time will be when the Certificate of Dissolution is filed with the Secretary of State or such later date and time that is stated in the Certificate of Dissolution (within ninety (90) days).

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Survival Period. For the Survival Period (i.e., three (3) years after the Effective Time) (or such longer period as the Delaware Court of Chancery may direct), we will continue as a corporate entity for the limited purpose of prosecuting and defending suits by or against us and enabling us to settle and close our business and dispose of and convey our remaining assets. We will no longer engage in any business activities, except to the extent deemed necessary by the Board of Directors and the Company’s executive officers, in their business judgement, to preserve the value of our assets, comply with all laws and regulatory requirements, wind-up our business affairs, and distribute our assets in accordance with the Plan of Dissolution. Subject to the approval of the Delaware Court of Chancery, we anticipate that distributions, if any, to our stockholders will be made in cash, and may be made at any time (with initial distributions to stockholders anticipated to occur in nine (9) to twelve (12) months from the Effective Time), from time to time, in any number of distributions in accordance with the DGCL and the Plan of Dissolution.

General Liquidation, Winding Up and Distribution Process. We intend to elect to follow the Safe Harbor Procedures described under the section titled “—Dissolution Under Delaware Law—Safe Harbor Procedures under DGCL Sections 280 and 281(a)” in this Proxy Statement. The Board of Directors intends to seek to distribute funds, if any, to our stockholders expeditiously, as permitted by the DGCL and the Plan of Dissolution and intends to take all reasonable actions deemed advisable by the Board of Directors to optimize the distributable value to our stockholders.

Continuing Employees and Consultants. During the Survival Period, we may hire or retain employees, consultants and advisors (including legal counsel, accountants and financial advisors), as the Board of Directors deems necessary or desirable, from time to time, to supervise or facilitate the Dissolution and winding up of the Company, including to perform any post-Closing obligations under the PRN Transition Services Agreement (as described above). The Board of Directors also expects that outside legal and financial advisors will continue to advise on and assist with the Dissolution. After filing the Certificate of Dissolution, the Board of Directors expects it will reduce the size of the Board of Directors. We may, in the absolute discretion of the Board of Directors, pay our executive officers, directors, employees, agents and representatives compensation or additional compensation above their regular compensation, including pursuant to severance and retention agreements, in money or other property, in recognition of the extraordinary efforts they will be required to undertake in connection with the implementation of the Plan of Dissolution. However, given our already streamlined operations, the Board of Directors does not expect to need to hire any employees or otherwise expand the team of advisors and consultants currently in place. Adoption of the Dissolution pursuant to the Plan of Dissolution by the requisite vote of the stockholders will constitute approval by the stockholders of any such cash or non-cash compensation.

Sale, Exchange, or Disposition of Our Remaining Assets. The Plan of Dissolution contemplates the sale, exchange, or other disposition of all of our remaining property and assets if and at such time as the Board of Directors may approve, without further stockholder approval. The proceeds of any such sale will also be paid out to stockholders, pursuant to the Plan of Dissolution and as permitted by the DGCL. The Plan of Dissolution does not specify the manner in which we may sell, exchange or dispose of our property and assets, and we may not be able to sell quickly or at all any or all of our remaining assets. The remaining assets may be sold or disposed of to one or more acquirors in one transaction or a series of transactions over a period of time. It is not anticipated that any further stockholder votes will be solicited with respect to the approval of the specific terms of any particular sales or other dispositions of assets approved by the Board of Directors. We do not anticipate amending or supplementing this Proxy Statement to reflect any such agreement, transaction, or sale, should any materialize, unless required by applicable law, or selling or otherwise disposing, monetizing, or transferring any additional assets in the future. See the section titled “Risk Factors —Risks Related to the Dissolution” in this Proxy Statement.

Fees and Expenses. We will pay all fees and expenses that may be determined from time to time to be necessary or advisable, in the absolute discretion of the Board of the Directors, to implement and assure completion of the Dissolution in accordance with the Plan of Dissolution. These fees and expenses may include, without limitation, brokerage, agency, professional, and other fees and expenses of persons rendering services to us in connection with the matters described in the Plan of Dissolution.

Indemnification. We will continue to indemnify our executive officers, directors, employees, agents and trustees in accordance with, and to the extent required or permitted by, the DGCL, our Certificate of Incorporation, our Bylaws and any contractual arrangements, whether these arrangements existed before the Dissolution or were entered into after the Dissolution. During the Survival Period, acts and omissions of any indemnified or insured person in connection with the implementation of the Plan of Dissolution and the winding up of the affairs of the Company will be covered by the Company’s existing directors’ and officers’ liability insurance policy and applicable law. The Board of Directors is authorized to obtain and maintain insurance as may be necessary to cover our indemnification obligations.

Stockholder Approval. Approval of the Dissolution and the Plan of Dissolution by the holders of a majority of the outstanding shares of common stock of the Company as of the Record Date entitled to vote on the Dissolution Proposal, to the fullest extent permitted by law, constitutes approval of all matters described in this Proxy Statement relating to the Dissolution, including our Plan of Dissolution. Approval of the Dissolution by the holders of a majority of the outstanding stock of the Company shall constitute the authorization of the sale, exchange or other disposition in liquidation of all of the remaining property and assets of the Company after the Effective Time, whether the sale, exchange or other disposition occurs in one transaction or a series of transactions, and shall constitute approval and ratification of any and all contracts for sale, exchange or other disposition whether or not conditioned on stockholder approval.

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Legal Claims. We will defend any claims against us, our current or former officers or directors or our subsidiaries, whether a claim exists before the Effective Time or is brought during the Survival Period, based on advice and counsel of our legal and other advisors and in such manner, at such time and with such costs and expenses as we or the Board of Directors may approve from time to time. During the Survival Period, we may continue to prosecute any claims that we had against others before the Effective Time and may institute any new claims against any person as may be determined to be necessary or advisable to protect the Company and its assets and rights or to implement the Plan of Dissolution. At our discretion, we may defend, prosecute, and/or settle any lawsuits, as applicable.

Effective Time; Stock of the Company. The Effective Time will be specified by the Certificate of Dissolution as filed with the Delaware Secretary of State. From and after the Effective Time, and subject to applicable law, each holder of shares of our common stock shall cease to have any rights in respect of that stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Dissolution and the DGCL. After the Effective Time, our stock transfer books shall be closed, and we will not record or recognize any transfer of our common stock occurring after the Effective Time, and thereafter certificates representing shares of stock of the Company will not be assignable or transferable on the books of the Company except by will, intestate succession, or operation of law. As a condition to receipt of the liquidating distribution, the Board of Directors, in its absolute discretion, may require the stockholders to: (i) surrender to us any certificates evidencing their shares of stock; or (ii) furnish us with evidence satisfactory to the Board of Directors of the loss, theft or destruction of such certificates, together with such surety bond or other security or indemnity as may be required by and satisfactory to the Board of Directors. We expect the Effective Time to be as soon as reasonably practicable after the Dissolution is approved by our stockholders.

Unclaimed Distributions. If any distribution to a stockholder cannot be made, whether because the stockholder cannot be located, has not surrendered a certificate evidencing ownership of the common stock as required in the Plan of Dissolution or for any other reason, the distribution to which the stockholder is otherwise entitled will be transferred, at such time as the final liquidating distribution is made by us, to the official of such state or other jurisdiction authorized by applicable law to receive the proceeds of the distribution. The proceeds of such distribution will thereafter be held solely for the benefit of and for ultimate distribution to the stockholder as the sole equitable owner of the distribution and will be treated as abandoned property and escheat to the applicable state or other jurisdiction in accordance with applicable law. The proceeds of any such distribution will not revert to, or become the property of, us or any other stockholder.

Liquidating Trust. While we do not currently propose transferring our assets to a liquidating trust, we may do so if deemed appropriate by the Board of Directors, based on advice of our legal, tax and accounting advisors. We may, for example, transfer assets to a liquidating trust if we are unable to complete the Dissolution within the initial three (3) years of the Survival Period.

Abandonment, Modifications and Amendments. Notwithstanding the authorization of the Dissolution by our stockholders as described in this Proxy Statement, the Board of Directors will have the right, as permitted by the DGCL, to modify, amend or abandon the Dissolution at any time before the Effective Time and terminate our Plan of Dissolution, without any action by our stockholders.

Our Certificate of Incorporation and our Bylaws and the DGCL. During the Survival Period, we will continue to be governed by our Certificate of Incorporation and our Bylaws, insofar as their terms apply and insofar as necessary or appropriate to implement our Plan of Dissolution. The Board of Directors will continue to have the authority to amend our Bylaws as it may deem necessary or advisable. To any extent that the provisions of our Plan of Dissolution conflict with any provision of the DGCL, the provisions of the DGCL shall prevail.

Authority of the Board of Directors. The Board of Directors, without further action by our stockholders, is authorized to take, or cause the officers of the Company to take, all actions as they deem necessary or advisable to implement the Plan of Dissolution, if it is approved by our stockholders pursuant to this Proposal One. All determinations and decisions to be made by the Board of Directors will be at the absolute discretion of the Board of Directors.

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Estimated Liquidating Distributions

MANY OF THE FACTORS INFLUENCING THE AMOUNT OF CASH DISTRIBUTED TO STOCKHOLDERS AS A LIQUIDATING DISTRIBUTION CANNOT CURRENTLY BE QUANTIFIED WITH CERTAINTY AND ARE SUBJECT TO CHANGE. ACCORDINGLY, YOU WILL NOT KNOW THE EXACT AMOUNT OF ANY LIQUIDATING DISTRIBUTIONS YOU MAY RECEIVE AS A RESULT OF FOLLOWING THE PLAN OF DISSOLUTION WHEN YOU VOTE ON THE DISSOLUTION PROPOSAL. YOU MAY RECEIVE NO DISTRIBUTION AT ALL.

We intend to liquidate our cash assets and sell or dispose of our remaining non-cash assets for the best price available and to maximize the potential stockholder distribution amount as soon as reasonably practicable after the Effective Time. The amount of any contingency reserve established by the Board of Directors, and approved by the Delaware Court of Chancery, will be deducted before determining amounts available for distribution to stockholders. Based on the foregoing, we estimate that the aggregate amount of cash distributions to our stockholders will be in the range of $0.13 and $0.97 per share of common stock. Calculating such an estimate is inherently uncertain and requires that we make a number of assumptions regarding future events, many of which are unlikely to ultimately be true.

THE FOLLOWING ESTIMATES ARE NOT GUARANTEES, DO NOT REFLECT THE TOTAL RANGE OF POSSIBLE OUTCOMES AND HAVE NOT BEEN AUDITED OR REVIEWED BY OUR INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM. YOU MAY NOT RECEIVE ANY LIQUIDATING DISTRIBUTIONS EVEN IF OUR STOCKHOLDERS APPROVE THE PLAN OF DISSOLUTION.