Proxy Results Form 8 K

Item 3.03 Material Modification to Rights of Security Holders.

Following the Special Meeting, the Company's Board of Directors approved a reverse stock split (the "Reverse Stock Split") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a ratio of 10:1 (the "Reverse Stock Split Ratio") and a reduction in the total number of authorized shares of Common Stock from 300 million shares to 255 million shares (the "Authorized Shares Reduction"), each with an effective time of 12:01 a.m. Eastern Time on October 18, 2024 (the "Effective Time"). To effect the Reverse Stock Split and the Authorized Shares Reduction, the Company filed an amendment to its Eighth Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the "Amendment").

As of the Effective Time, each 10 shares of Common Stock outstanding will be combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. In lieu of any fractional shares to which a stockholder of record would otherwise be entitled, the Company will pay cash (without interest and subject to withholding taxes, as applicable) equal to such fraction multiplied by the closing price of the Common Stock on the Nasdaq Stock Market on October 17, 2024 (as adjusted in good faith by the Company to account for the Reverse Stock Split Ratio). The Common Stock is expected to commence trading on a split-adjusted basis at the open of trading on October 18, 2024, at which time the Common Stock will be represented by a new CUSIP number (74319F404). The par value per share of the Common Stock will remain unchanged.

In addition, effective as of the Effective Time and based on the Reverse Stock Split Ratio, proportionate adjustments will be made (i) in accordance with the terms of the related indentures, to the conversion rate of the Company's outstanding 7.25% Convertible Senior Notes due 2025 and 11.00% / 13.00% Convertible Senior Secured Notes due 2028, and (ii) in accordance with the terms of the Company's equity plans, to the number of shares subject to outstanding equity awards, the per-share exercise or purchase price (if any) with respect to those awards, and the number of shares of Common Stock reserved for future issuance under such plans.

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.