Rule 105b-1 Trading Plans
On September 16, 2026, Amir Panush, the Company’s Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell, subject to certain conditions, up to 230,000 shares of our common stock. Sales may be made under this trading plan through December 31, 2027, for a duration of 471 days. During the three months ended September 30, 2026, no other director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Amendments to Bylaws
On November 9, 2026, the Board of Directors of the Company (the “Board”) approved and adopted amendments to the existing Bylaws of the Company (as so amended, the “Bylaws”). Among other things, the amendments:
| ● | change the voting standard for stockholder matters (other than the election of directors) from a majority of the shares present in person or represented by proxy and entitled to vote on the matter to a majority in voting power of the votes cast (excluding abstentions and broker non-votes); |
| ● | clarify and enhance procedural mechanics and disclosure requirements in connection with stockholder director nominations and business proposals at stockholder meetings, including, without limitation, to: |
| o | revise the advance notice deadline for annual meetings (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act, which remain governed by that rule) to require that notice be delivered not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (subject to adjustment if the annual meeting is more than 30 days before or more than 60 days after such anniversary), such that, for the 2027 annual meeting, notice should be delivered between February 2, 2027 and March 4, 2027; |
| o | require that a stockholder submitting a nomination or proposal be a stockholder of record at the time of giving notice and at the time of the meeting and be present in person (including by remote communication) or through a qualified representative at the meeting; |
| o | update the information that proposing and nominating stockholders, certain related persons and director nominees are required to provide, including with respect to synthetic equity positions, the acquisition dates, investment intent and pledges of shares, material relationships and litigation involving the Company; |
| o | update the information, representations and agreements that proposed nominees are required to provide, including nominee voting commitments and intent to serve a full term, and limit the number of nominees a stockholder may nominate to the number of directors to be elected at the meeting; |
| o | clarify the timing and scope of the obligation of proposing and nominating stockholders and proposed nominees to update and supplement notices, including that updates may not be used to change nominees or add business; |
| o | require that notices and other documents be delivered to the Company in writing by hand or by certified or registered mail; |
| o | revise the universal proxy provisions to clarify that a nomination, and any related proxies and votes, will be disregarded if the nominating stockholder does not comply with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements, and provide evidence of compliance at least seven business days before the meeting; |
| ● | provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white; |
| ● | provide that the Board may adopt rules and regulations for the conduct of stockholder meetings, that the person presiding over a stockholder meeting may prescribe rules, regulations and procedures for the meeting and may adjourn the meeting, including in the absence of a quorum, and that the presiding person, or the Board or a committee before the meeting, may determine that business or a nomination was not properly brought before the meeting; |
| ● | provide that the Board may fix the exact number of directors by resolution within a range of five to nine directors; |
| ● | permit special meetings of the Board to be called by the Chairman of the Board, the Chief Executive Officer, the Secretary or a majority of the directors, shorten the notice period for special meetings of the Board, and update the parties who may call a special meeting of a committee; |
| ● | update the exclusive forum provision to permit the Company to consent to an alternative forum; |
| ● | conform to recent amendments to the General Corporation Law of the State of Delaware, including with respect to virtual meetings, the stockholder list, electronic notice and the definition of officer for purposes of indemnification; and |
| ● | make certain other technical, conforming, modernizing and clarifying changes. |
The complete text of the Bylaws is filed as Exhibit 3.1 hereto and incorporated herein by reference. The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws as filed hereto.
