Blaize Holdings, Inc.

Proposal 2: Reverse Split Proposal

Our Board of Directors has approved a proposal (the “Reverse Split Proposal”) to amend our certificate of incorporation to effect a reverse stock split of the Company’s common stock, as described below (the “Reverse Stock Split”). The Reverse Split Proposal permits (but does not require) the Board of Directors to effect a reverse stock split of the Company’s common stock by a ratio of not less than one-for-ten (1:10) and not more than one-for-thirty-five (1:35), as described below. The form of certificate of amendment (the “Reverse Split Amendment”) to effect the Reverse Stock Split is attached as Exhibit A to this Proxy Statement. The text of the Reverse Split Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the reverse stock split, including the applicable ratio for the reverse stock split.

Background and Reasons for the Reverse Stock Split

On September 28, 2026, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock had closed below $1.00 per share for 30 consecutive trading days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The notification had no immediate effect on the listing of the Company’s common stock.

In accordance with Nasdaq’s Listing Rule 5810(c)(3)(A), we have a period of 180 calendar days, or until March 29, 2027, to regain compliance with the Minimum Bid Price Requirement. If at any time before March 29, 2027, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement. If this does not occur, however, the Company may be provided a second 180 calendar day period to regain compliance if it applies to transfer the listing of the Company’s common stock to the Nasdaq Capital Market. To qualify, the Company must meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market (with the exception of the Minimum Bid Price Requirement), based on the Company’s most recent public filings and market information and notify Nasdaq of its intent to cure the deficiency. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, the Company’s stock will be subject to delisting.

The Board considers it important for the Company to maintain its Nasdaq listing. Delisting could adversely affect the trading market for the Company’s common stock. Further, delisting would adversely affect the Company’s ability to access the capital markets.

In the event the Company’s common stock is no longer eligible for continued listing on the Nasdaq, the Company would be forced to seek to have its common stock quoted on an over-the-counter market operated by OTC Markets Group Inc., such as the OTCQB, OTCID Basic Market or Pink Limited markets. These alternative markets are generally considered to be less efficient than, and not as broad as, the Nasdaq, and therefore less desirable. Accordingly, the Board believes delisting of the Company’s common stock would likely have a negative impact on the liquidity and market price of the Company’s common stock and may increase the spread between the “bid” and “asked” prices quoted by market makers.

The Board has considered the potential harm to the Company of a delisting from the Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Company’s common stock and (ii) the liquidity and marketability of shares of the Company’s common stock, reducing the ability of holders of the Company’s common stock to purchase or sell shares of the Company’s common stock as quickly and as inexpensively as they have done historically.

Furthermore, if the Company’s common stock was no longer listed on the Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding to the Company’s capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Company’s common stock, which may cause the market price of the Company’s common stock to decline.

In addition, the Company would no longer be deemed a “covered security” under Section 18 of the Securities Act of 1933, as amended (the “Securities Act”), and therefore would lose its exemption from state securities regulations. As a result, the Company would need to comply with various state securities laws with respect to issuances of its securities, including equity award grants to employees.

Accordingly, the Board believes that the Reverse Stock Split would result in a higher per share trading price, which is intended to enable the Company to maintain the listing of its common stock on The Nasdaq Global Market. The Board believes that maintaining the listing of the Company’s common stock on The Nasdaq Global Market is in the best interests of the Company and its stockholders.

Other Potential Benefits of the Reverse Stock Split

In addition to helping regain compliance with the Minimum Bid Price Requirement, we believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost-effective investment for many investors, which will enhance the liquidity of the holders of our common stock.

Reducing the number of outstanding shares of our common stock through the 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. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase (proportionately to the reduction in the number of shares of our common stock after the Reverse Stock Split or otherwise) following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split could be lower or higher than the total market capitalization before the Reverse Stock Split.

Reverse Split Proposal

The Reverse Split Proposal permits (but does not require) the Board of Directors to effect a reverse stock split of the Company’s common stock by a ratio of not less than one-for-ten (1:10) and not more than one-for-thirty-five (1:35), with the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its sole discretion, in any case no later than the one-year anniversary of the date on which the Reverse Split Proposal is approved by the Company’s stockholders at the Annual Meeting. We believe that enabling the Board of Directors to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining a ratio, if any, the Board of Directors may consider, among other things, factors such as:

•the continued listing requirements of The Nasdaq Global Market;

•the historical trading price and trading volume of our common stock;

•the number of shares of our common stock outstanding;

•the then-prevailing trading price and trading volume of our common stock and the anticipated impact of the Reverse Stock Split on the trading market for our common stock;

•the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and

•prevailing general market and economic conditions.

The Board of Directors reserves the right to elect to abandon the Reverse Stock Split, even after stockholder approval, including any or all proposed reverse stock split ratios, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in our best interests and the best interests of our stockholders. The Company intends to monitor the closing bid price of its common stock. If, based on the bid price of the Company’s common stock closing at or above $1.00 per share for a minimum of 10 consecutive trading days, the Company achieves compliance with the Minimum Bid Price Requirement prior to effecting the Reverse Stock Split, the Company does not intend to effect the Reverse Stock Split.

Depending on the ratio for the Reverse Stock Split determined by the Board of Directors, no less than ten and no more than thirty-five shares of existing common stock, as determined by the Board of Directors, will be combined into one share of common stock. The Reverse Split Amendment, if any, will include only the reverse stock split ratio determined by the Board of Directors to be in the best interests of our stockholders and all of the other proposed amendments at different ratios will be abandoned.

If the Reverse Stock Split is effected, the authorized common stock will not be changed from 600 million shares, even though the Reverse Stock Split will reduce the number of outstanding shares of common stock, and will likewise cause a reduction in the number of shares of common stock reserved for issuance under outstanding restricted stock units, stock options, warrants and earnout shares. Therefore, the Reverse Stock Split will effectively increase the amount of shares of common stock available for issuance. Currently, the Company has 600 million authorized shares of common stock, 145,013,417 shares of common stock outstanding, and a total of 94,512,227 shares of common stock reserved for issuance under outstanding restricted stock units, stock options, warrants and earnout shares. By way of example only, if the Board of Directors elected to implement the Reverse Stock Split at a ratio of 1:10, there would be 600 million authorized shares of common stock and approximately 14,501,342 shares of common stock outstanding, and a total of approximately 9,451,223 shares of common stock reserved for issuance under outstanding restricted stock units, stock options, warrants and earnout shares.

Procedure for Implementing the Reverse Stock Split

If stockholder approval is obtained to effect the Reverse Stock Split, the Board will have the authority to implement the Reverse Stock Split on or before the one-year anniversary of the date on which the Reverse Split Proposal is approved by the Company’s stockholders at the Annual Meeting. However, the Board of Directors reserves the right to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to the Certificate of Incorporation, the Board of Directors, in its sole discretion, determines that it is no longer in our best interests and the best interests of our stockholders to proceed with the Reverse Stock Split. The Reverse Stock Split will become effective upon the filing of a certificate of amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware or at a later date and time set forth therein, if any. The exact timing of the filing of the certificate of amendment that will effect the Reverse Stock Split will be determined by the Board of Directors based on its evaluation as to when such action will be the most advantageous to us and our stockholders.

Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split

We cannot assure stockholders that the proposed Reverse Stock Split will sufficiently increase our stock price or be completed before Nasdaq commences delisting procedures. The effect of a Reverse Stock Split on our stock price cannot be predicted with any certainty, and the history of reverse stock splits for other companies, including those in our industry, is varied, particularly since some investors may view a reverse stock split negatively. It is possible that our stock price after a Reverse Stock Split will not increase in the same proportion as the reduction in the number of shares outstanding, causing a reduction in the Company’s overall market capitalization. Further, even if we implement the Reverse Stock Split, our stock price may decline due to various factors, including our future performance and general industry, market and economic conditions. This 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 we continue to fail to meet Nasdaq’s listing requirements, Nasdaq may suspend trading and commence delisting proceedings.

The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs. The liquidity of our common stock may be negatively impacted by the reduced number of shares outstanding after the Reverse Stock Split, which would be exacerbated if the stock price does not increase following the Reverse Stock Split. In addition, a Reverse Stock Split would increase the number of stockholders owning “odd lots” of fewer than 100 shares, trading in which generally results in higher transaction costs. Accordingly, a Reverse Stock Split may not achieve the desired results of increasing marketability and liquidity as described above.

The implementation of a Reverse Stock Split would result in an effective increase in the authorized number of shares of common stock available for issuance, which could, under certain circumstances, have anti-takeover implications.

The additional shares of common stock available for issuance could be used by the Company to oppose a hostile takeover attempt or to delay or prevent changes in control or in our management. Although the Reverse Stock Split has been prompted by business and financial considerations, and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), stockholders should be aware that approval of the Reverse Stock Split could facilitate future efforts by us to deter or prevent changes in control, including transactions in which stockholders might otherwise receive a premium for their shares over then-current market prices.

Stockholders should also keep in mind that the implementation of a Reverse Stock Split does not have an effect on the actual or intrinsic value of our business or a stockholder’s proportional ownership interest (subject to the treatment of fractional shares). However, should the overall value of our common stock decline after a Reverse Stock Split, then the actual or intrinsic value of shares held by stockholders will also proportionately decrease as a result of the overall decline in value.

Effect of the Reverse Stock Split on Holders of Outstanding Series B Preferred Stock

All shares of Series B Preferred Stock that are not present in person or by proxy at the Annual Meeting as of immediately prior to the opening of the polls at the Annual Meeting will be automatically redeemed in the Initial Redemption. Any outstanding shares of Series B Preferred Stock that were not redeemed pursuant to the Initial Redemption will be redeemed in whole, but not in part, (i) if and when ordered by our Board or (ii) automatically upon the approval by the Company’s stockholders of the Reverse Split Proposal. Please refer to the discussion in the Questions and Answers About the Annual Meeting of Stockholders section under “Who is entitled to vote at the Annual Meeting?”, “What are the voting rights of the stockholders?” and “How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?” for a description of the voting power of the Series B Preferred Stock.

Effect of the Reverse Stock Split on Holders of Outstanding Common Stock

Depending on the ratio for the Reverse Stock Split determined by the Board of Directors, a minimum of ten and a maximum of thirty-five shares of existing common stock will be combined into one new share of common stock. Based on 145,013,417 shares of common stock issued and outstanding as of October 26, 2026, immediately following the Reverse Stock Split, the Company would have approximately 14,501,342 shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the Reverse Stock Split is one-for-ten (1:10), and approximately 4,143,240 shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the Reverse Stock Split is one-for-thirty-five (1:35). Any other ratio selected within such range would result in a number of shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) following the transaction between approximately 4,143,240 and 14,501,342 shares. Fractional shares will not be issued. Instead, we will issue a full share of post-Reverse Stock Split common stock to any stockholder who would have been entitled to receive a fractional share of common stock as a result of the Reverse Stock Split.

The actual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend on the reverse stock split ratio that is ultimately determined by the Board of Directors.

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 to the extent the Reverse Stock Split would result in fractional shares, as described above. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power, except to the extent the Reverse Stock Split would result in fractional shares, as described above.

The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of 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.

After the Reverse Stock Split is effective, our common stock will have a new Committee on Uniform Securities Identification Procedures (CUSIP) number, which number is used to identify our common stock. After the Reverse Stock Split, 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”). Assuming that the Company meets the Minimum Bid Price Requirement, we expect that our common stock will continue to be quoted on The Nasdaq Global Market under the symbol “BZAI.”

Beneficial Holders of Common Stock (i.e., stockholders who hold in street name)

Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians 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, custodians 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, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive shares of post-Reverse Stock Split common stock.

Holders of Certificated Shares of Common Stock

All of our outstanding shares of common stock are held in book-entry form, either through the Depository Trust Company or directly on the books of our transfer agent, Continental Stock Transfer & Trust Company. Accordingly, no stockholder will be required to surrender or exchange stock certificates in connection with the Reverse Stock Split, and the exchange of pre-split shares for post-split shares will occur automatically.

Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities

Based upon the reverse stock split ratio determined by the Board of Directors, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the reverse stock split ratio determined by the Board of Directors.

Effect of the Reverse Stock Split on the Rights Agreement

Pursuant to the terms of the Rights Agreement described under “Corporate Governance — Stockholder Rights Agreement,” one Right is currently attached to each outstanding share of common stock. Section 11.15 of the Rights Agreement provides that, if the Company combines its outstanding common stock into a smaller number of shares prior to the Distribution Date (as defined in the Rights Agreement), the number of Rights associated with each share of common stock will be proportionately adjusted by multiplying the number of Rights per share immediately before the combination by a fraction, the numerator of which is the number of shares of common stock outstanding immediately before the combination and the denominator of which is the number outstanding immediately after. Accordingly, following the Reverse Stock Split, each post-split share of common stock will have attached to it a number of Rights equal to the reverse stock split ratio selected by the Board. By way of example only, at a ratio of 1:10, each post-split share would carry ten Rights, and at a ratio of 1:35, each post-split share would carry thirty-five Rights. The terms of each individual Right will not change: each Right will continue to entitle its holder, once exercisable, to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock (the “Series A Preferred”) at a Purchase Price of $11.00, subject to adjustment as provided in the Rights Agreement, and the aggregate number of Rights outstanding will be unchanged by the Reverse Stock Split.

The Certificate of Designations of the Series A Preferred provides that, upon a combination of the outstanding common stock into a smaller number of shares, the dividend, voting, liquidation and merger-consideration rights of each share of Series A Preferred, each of which is currently expressed as 100 times the corresponding per-share amount for the common stock, will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after the combination and the denominator of which is the number outstanding immediately before. By way of example only, at a ratio of 1:10, each share of Series A Preferred would thereafter be entitled to ten votes, to quarterly dividends equal to the greater of $1.00 and ten times the per-share dividend declared on the common stock, and to a liquidation participation of ten times the per-share amount distributed to holders of common stock, in each case subject to the other terms of the Certificate of Designations. The $100 per share liquidation preference and the $1.00 minimum quarterly dividend of the Series A Preferred are not subject to adjustment. As a result of these corresponding adjustments, the economic and voting rights represented by each Right relative to one share of common stock are intended to remain substantially equivalent before and after the Reverse Stock Split.

The Reverse Stock Split is not expected to cause the Rights to become exercisable or separate from the common stock. Bess Ventures, together with the Coral Gables Trust and Mr. Bess’s direct holdings, beneficially owned 10% or more of our outstanding common stock when the Rights Agreement was adopted and is therefore an “Existing Holder” under the Rights Agreement, which permits it to continue to hold, but generally not increase (subject to certain exceptions, including certain corporate actions and events), its position without becoming an Acquiring Person. The Rights will continue to expire on April 21, 2027, unless earlier redeemed, exchanged or terminated, or unless the Final Expiration Date is extended in accordance with the Rights Agreement.

Effect of the Reverse Stock Split on Earnout Shares

The earnout shares issued in connection with the Business Combination to the Sponsor’s affiliate and to certain employees and non-employee directors are subject to the terms of the Merger Agreement, which provide for equitable adjustment in the event of a stock split, reverse stock split or similar recapitalization. Accordingly, if the Reverse Stock Split is effected, the number of earnout shares outstanding will be reduced proportionately based on the ratio selected by the Board, and the per-share trading price thresholds of $12.50, $15.00, $17.50 and $20.00 that must be achieved for 20 of 30 consecutive trading days in order for the earnout shares to be earned will be increased proportionately. By way of example only, at a ratio of 1:10, those thresholds would become $125.00, $150.00, $175.00 and $200.00 per share, and at a ratio of 1:35, they would become $437.50, $525.00, $612.50 and $700.00 per share. The January 13, 2030 expiration date of the earnout shares will not change. The aggregate value represented by the earnout shares, and the relative difficulty of achieving the thresholds, are not intended to be affected by the Reverse Stock Split.

Accounting Matters

The proposed Reverse Split Amendment will not affect the par value of our common stock per share. As a result, as of the time the Reverse Stock Split is effective, the stated capital attributable to common stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

No Appraisal or Dissenters’ Rights

Under the DGCL, our stockholders are not entitled to appraisal or dissenters’ rights with respect to the Reverse Stock Split or the Reverse Split Amendment, and we will not independently provide our stockholders with any such rights.

Interests of Certain Persons in the Reverse Stock Split

Certain of our directors and executive officers have an interest in the Reverse Stock Split as a result of their ownership of shares of our common stock and of equity awards, warrants and earnout shares exercisable for, settleable in or contingently convertible into shares of our common stock, as described under “Security Ownership of Certain Beneficial Owners and Management” and “Executive and Director Compensation.” However, we do not believe that our directors or executive officers have interests in the Reverse Stock Split that are different from, or greater than, those of any other holder of our common stock. The Reverse Stock Split will apply to all outstanding shares of common stock and to all outstanding equity awards, warrants and earnout shares on a proportionate basis, and will not affect any director’s or executive officer’s proportionate ownership or voting interest in the Company, except to the extent of the treatment of fractional shares described above.

No Going-Private Transaction

Notwithstanding the decrease in the number of outstanding shares of common stock following the Reverse Stock Split, the Board does not intend for the Reverse Stock Split to be the first step in a “going-private transaction” within the meaning of Rule 13e-3 under the Exchange Act. The Reverse Stock Split is not intended to, and will not, result in the Company’s common stock being held of record by fewer than 300 persons, and the Company will continue to be subject to the periodic reporting requirements of the Exchange Act following the Reverse Stock Split.

Material Federal Income Tax Consequences of the Reverse Stock Split

The following is a general summary of the material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders (as defined below) of our common stock. This summary is for general information only, is not tax advice, and is not intended to constitute a complete description of all tax consequences relating to the Reverse Stock Split. This summary does not address the tax consequences of the Reverse Stock Split to holders of our Series B Preferred Stock (including any redemption of such shares), which is not affected by the Reverse Stock Split, or of the adjustment of the Rights described above, and does not address any U.S. federal estate, gift, Medicare contribution or any state, local or non-U.S. tax consequences.

This summary addresses the tax consequences only to a beneficial owner of our common stock that is a U.S. holder. For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our common stock, that is, for U.S. federal income tax purposes:

•an individual who is a citizen or resident of the United States, as determined under Section 7701(b) of the Internal Revenue Code of 1986, as amended (the “Code”);

•a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or 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 if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

This summary does not address all of the tax consequences that may be relevant to any particular holder in light of its particular circumstances. This summary also does not address the tax consequences to (i) persons that may be subject to special tax treatment under U.S. federal income tax law, such as banks or other financial institutions, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates and former long-term residents of the United States, persons whose functional currency is not the U.S. dollar, persons required to recognize income no later than when reported on an applicable financial statement, persons subject to the alternative minimum tax, traders in securities that elect to use a mark to market method of accounting, broker and dealers in securities or currencies, and stockholders that own or have owned, actually or constructively, more than 5% of our common stock, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, (iii) persons that acquired our common stock in connection with the exercise of employee stock options or otherwise as compensation, or that hold restricted stock, restricted stock units, options, warrants or earnout shares, (iv) persons that hold our common stock as other than “capital assets” within the meaning of Section 1221 of the Code. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

The information in this summary is based on the provisions of the Code, final and temporary U.S. Treasury regulations, administrative interpretations and practices of the Internal Revenue Service, including its practices and policies as endorsed in private letter rulings, which are not binding on the Internal Revenue Service except in the case of the taxpayer to whom a private letter ruling is addressed, and existing judicial authority, all as in effect as of the date of this Proxy Statement. Future legislation, regulations, administrative interpretations, and court decisions could change current law or adversely affect existing interpretation of current law. Any change could apply retroactively. We have not sought and will not seek an opinion of counsel or any a ruling from the Internal Revenue Service concerning the U.S. federal income tax treatment of the Reverse Stock Split, and there can be no assurance that the Internal Revenue Service or a court will not take a contrary position.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

The Reverse Stock Split is intended to qualify as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Accordingly, except as described below with respect to the potentially taxable receipt of a whole share of common stock in lieu of a fractional share, a U.S. holder generally should not recognize gain or loss on the Reverse Stock Split. Subject to the discussion below regarding the potentially taxable receipt of common stock in lieu of a fractional share, a U.S. holder’s aggregate tax basis in shares of post-Reverse Stock Split common stock received should equal the U.S. holder’s aggregate tax basis in the shares of pre-Reverse Stock Split common stock exchanged therefor, and the U.S. holder’s holding period in the post-Reverse Stock Split common stock received should include the holding period of the pre-Reverse Stock Split common stock exchanged therefor. Treasury regulations provide detailed rules for allocating the tax basis and holding period of shares surrendered to shares received in a recapitalization. U.S. holders that acquired shares of our common stock on different dates or at different prices should consult their own tax advisors regarding the allocation of tax basis and holding period in such share.

No fractional shares will be issued in connection with the Reverse Stock Split, and a U.S. holder that would otherwise be entitled to a fractional share of post-Reverse Stock Split common stock will instead receive one whole share. The U.S. federal income tax treatment of the receipt of the additional fraction of a share resulting from this rounding up is not entirely clear. Although the matter is not free from doubt, the receipt of such additional fraction of a share may be treated as part of the nontaxable recapitalization, in which case the treatment described above would apply. Alternatively, the receipt of the additional fraction of a share could be treated as a distribution with respect to our stock under Sections 301 and 305(c) of the Code, or otherwise as a taxable event, in which case a U.S. holder may recognize income or gain in an amount not to exceed the excess of the fair market value of the whole share received over the fair market value of the fractional share to which the U.S. holder otherwise would have been entitled. Any such amount treated as a distribution would be taxable as a dividend to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, with any excess treated first as a nontaxable return of capital and then as capital gain. If a U.S. holder recognizes income or gain in respect of the additional fraction of a share, the U.S. holder’s tax basis in such additional fraction generally would equal the fair market value of the fractional share, and the holding period of such additional fractional share would begin on the day after the effective date of the Reverse Stock Split. We expect the amount of any such income or gain to be immaterial for most U.S. holders. U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the receipt of a whole share in lieu of a fractional share.

We will not recognize any gain or loss as a result of the Reverse Stock Split.

Any amount treated as a distribution in respect of the additional fractional share received in the Reverse Stock Split may be subject to information reporting and, in certain circumstances, backup withholding unless the U.S. holder provides a correct taxpayer identification number and otherwise complies with applicable requirements. Backup withholding is not an additional tax; any amounts withheld generally will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Stockholder Vote Required

In order to be approved, the Reverse Split Proposal must be approved by the affirmative vote of two-thirds of the voting power of all of the outstanding shares of our common stock and Series B Preferred Stock entitled to vote thereon, voting together as a single class.

The Board unanimously recommends a vote FOR the Reverse Split Proposal.