Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to § 240.14a-12
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1.
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elect six (6) director nominees named in this proxy statement;
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2.
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approve an amendment to our Amended and Restated 2016 Omnibus Incentive Plan (the “2016 Equity Incentive Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 2,700,000 shares;
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3.
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ratify the appointment by the Audit Committee of the Board of Directors of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
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4.
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authorize the adjournment of the meeting, if necessary, even if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 2; and
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5.
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conduct any other business properly brought before the meeting.
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By Order of the Board of Directors
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/s/ Robert J. Moccia
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Robert J. Moccia
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President and Chief Executive Officer
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June 2, 2021
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COMPLETE AND RETURN A WRITTEN PROXY CARD;
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BY INTERNET OR TELEPHONE; OR
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ATTEND OUR 2021 ANNUAL MEETING OF STOCKHOLDERS AND VOTE.
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1.
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elect six (6) director nominees named in this proxy statement;
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2.
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approve an amendment to our Amended and Restated 2016 Omnibus Incentive Plan (the “2016 Omnibus Incentive Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 2,700,000 shares;
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3.
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ratify the appointment by the Audit Committee of our Board of Directors of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
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4.
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authorize the adjournment of the meeting, if necessary, even if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, and 3; and
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5.
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conduct any other business properly brought before the meeting
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To vote in person, come to the Annual Meeting, and we will give you a ballot when you arrive at the Annual Meeting, follow the instructions on the website.
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To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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you may submit a proxy with a later date that is received by us prior to the Annual Meeting;
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you may send a written notice, dated later than the proxy, that you are revoking your proxy to our Secretary at 5 Walnut Grove Drive, Suite 140, Horsham, Pennsylvania 19044 that is received by us prior to the Annual Meeting;
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you may vote by telephone or via the Internet; or
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you may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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Proposal No. 1, the election of directors, the six nominees receiving the most “For” votes (among votes properly cast in person or by proxy) will be elected. Abstentions and broker non-votes will not constitute or be counted as votes cast for purposes of this proposal. Stockholders do not have the right to cumulate their votes for directors.
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Proposal No. 2, the approval of an amendment to the 2016 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,700,000 shares must receive the affirmative vote of the holders of a majority of the Company’s outstanding shares of common stock to approve this proposal. Accordingly, abstentions and broker non-votes will have the same effect as an “Against” vote.
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Proposal No. 3, the ratification of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, must receive a “For” vote from the majority of shares present and entitled to vote either in person or by proxy to be approved. Abstentions will have the same effect as an “Against” vote. Broker non-votes will have no effect on the outcome of the vote.
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Proposal No. 4, authorization to adjourn the meeting, if necessary, even if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposals No. 1, 2, and 3 requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will not constitute or be counted as votes cast for purposes of this proposal.
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Name and Address of Beneficial Owner(1)
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Number of Shares
Beneficially Owned
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Percentage of Shares
Beneficially Owned(1)
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Uri Geiger(8)
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12,112,627
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35.84%
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Robert J. Moccia(2)
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*
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Matthew Hill(3)
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226,666
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*
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Samuel E. Navarro(4)
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211,412
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*
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Samuel Rubinstein(5)
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52,098
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*
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Nachum Shamir(6)
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74,075
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*
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LuAnn Via(7)
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132,702
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*
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William Humphries
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All directors and officers as a group (eight persons)
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12,809,580
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37.33%
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Accelmed Partners LP(8)
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12,112,627
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35.84%
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Nantahala Capital Management, LLC(9)
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4,583,908
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13.56%
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*
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Less than 1%.
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(1)
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Beneficial ownership is determined in accordance with the rules of the Commission. Shares of common stock subject to delivery, or subject to options or warrants currently exercisable, or exercisable within 60 days of March 17, 2021 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Unless otherwise indicated in the footnotes to this table, we believe stockholders named in the table have sole voting and sole investment power with respect to the shares set forth opposite such stockholder’s name. Unless otherwise indicated, the listed officers, directors and stockholders can be reached at our principal offices. Percentage of ownership is based on 33,801,045 shares of common stock outstanding as of March 17, 2021.
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(2)
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Robert Moccia joined the Company on March 1, 2021.
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(3)
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Includes 10,000 shares of common stock and vested options to purchase 216,666 shares of common stock.
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(4)
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Includes 66,136 shares, 145,276 vested options to purchase shares of common stock.
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(5)
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Includes 11,300 shares of common stock and vested restricted stock units for 40,798 shares of common stock.
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(6)
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Includes 57,815 shares of common stock and vested restricted stock units for 16,260 shares of common stock.
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(7)
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Includes 40,571 shares, 60,995 vested options to purchase shares of common stock and vested restricted stock units of 31,136 shares of common stock.
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(8)
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The business address of Accelmed Partners L.P. (“Accelmed”) is 2875 NE 191st Suite 500 Aventura, FL 33180. Accelmed Partners GP (“Accelmed GP”), the General Partner of Accelmed, and Uri Geiger, the Managing Director of Accelmed Partners (US) Inc., which is the management company of Accelmed, each have voting and investment control of the securities held by Accelmed. Dr. Geiger is the Co-Founder and Managing Partner of Accelmed. Each of Accelmed GP and Uri Geiger disclaim beneficial ownership over the securities owned by Accelmed except to the extent of their respective pecuniary interest therein. Accelmed holds 12,112,627 shares of common stock. Dr. Geiger disclaims beneficial ownership of the 12,112,627 shares owned by Accelmed.
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(9)
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The business address of Nantahala Capital Management, LLC (“Nantahala”) is 19 Old Kings Highway S, Suite 200, Darien, CT 06820. As of March 31, 2021, Nantahala may be deemed to be the beneficial owner of 4,583,908 shares of common stock held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Wilmot B. Harkey and Daniel Mack may be deemed to be a beneficial owner of those shares. The foregoing has been derived from a Schedule 13G filed by Nantahala on February 12, 2021 and from a Form 13F-HR filed by Nantahala on May 14, 2021 for the period ended March 31, 2021.
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NAME
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AUDIT
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COMPENSATION/
NOMINATING AND
CORPORATE
GOVERNANCE
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Dr. Uri Geiger, Chairperson
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Samuel E. Navarro
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X
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X
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Nachum Shamir
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X*
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LuAnn Via, Vice Chairperson
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X*
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Samuel Rubinstein
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X
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X
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William Humphries
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X
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X
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*
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Committee Chair
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appointing, evaluating and determining the compensation of our independent auditors;
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reviewing and approving the scope of the annual audit, the audit fee and the financial statements;
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reviewing disclosure controls and procedures, internal control over financial reporting, any internal audit function and corporate policies with respect to financial information;
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reviewing other risks that may have a significant impact on our financial statements;
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preparing the Audit Committee report for inclusion in the annual proxy statement;
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establishing procedures for the receipt, retention and treatment of complaints regarding accounting and auditing matters;
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approving all related person transactions, as defined by applicable SEC Rules, to which we are a party; and
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evaluating annually the Audit Committee charter.
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reviewing and approving objectives relevant to executive officer compensation;
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evaluating performance and recommending to the Board of Directors the compensation, including any incentive compensation, of the Chief Executive Officer and other executive officers in accordance with such objectives;
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reviewing employment agreements for executive officers;
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recommending to the Board of Directors the compensation for our directors;
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administering our equity compensation plans and other employee benefit plans;
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evaluating human resources and compensation strategies, as needed;
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identifying and recommending to the Board of Directors individuals qualified to become members of the Board of Directors;
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recommending to the Board of Directors the director nominees for the next annual meeting of stockholders;
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recommending to the Board of Directors director committee assignments;
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reviewing and evaluating succession planning for the Chief Executive Officer and other executive officers;
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monitoring the independence of the directors;
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developing and overseeing the corporate governance principles applicable to members of the Board of Directors, officers and employees;
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reviewing and approving director compensation and administering the Non-Employee Director Plan;
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monitoring the continuing education for our directors; and
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evaluating annually the Compensation and Nominating/Governance Committee charter.
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a representation that the stockholder is a holder of record of our capital stock;
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the name and address, as they appear on our books, of the stockholder sending such communication; and
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the class and number of shares of our capital stock that are beneficially owned by such stockholder.
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Dolev Rafaeli, President and Chief Executive Officer (until his separation on February 28, 2021)
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Matthew C. Hill, Chief Financial Officer
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Average Revenue per Machine per quarter
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Bonus (as a percentage of total company
revenue for the relevant quarter)
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Up to $8,100
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0.50%
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$8,101 to $9,600
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0.80%
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$9,601 to $11,000
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1.20%
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Above $11,001
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1.50%
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Shares
Underlying
Option Grant
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Exercise Price
per share
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Option Term
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Vesting Period
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Matthew C. Hill
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150,000
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$1.46
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10 years
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Three year vesting period. 1/3 on each
anniversary of the date of grant
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Name and Principal Position
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Year
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Salary
($)
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Non-Equity
Incentive Plan
Compensation
($)(3)
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Option
Awards
($)(2)
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All Other
Compensation
($)(4)
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Total
($)
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Dolev Rafaeli(1),
Director, President and Chief Executive Officer
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2020
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400,000
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—
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—
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23,400
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423,400
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2019
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400,000
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277,930
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466,500
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23,200
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1,167,630
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Matthew C. Hill,
Chief Financial Officer
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2020
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246,941
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47,500
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166,200
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16,200
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476,841
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2019
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240,000
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149,287
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233,250
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16,000
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638,537
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(1)
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Dolev Rafaeli separated from the Company on February 28, 2021.
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(2)
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These amounts are equal to the aggregate grant-date fair value with respect to the awards made in the respective year, computed in accordance with FASB ASC Topic 718, before amortization and without giving effect to estimated forfeitures. See the “Stock-based compensation” Note to our consolidated financial statements set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for the assumptions made in calculating these amounts.
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(3)
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Represents annual bonus amounts paid to the named individuals under the bonus plans in their respective employment agreements, and a special bonus awarded in connection with the resolution of matters related to managing the Company’s efforts to become compliant with all of the Company’s reporting requirements in 2019. We discuss these bonus plans in further detail in the section entitled “Components of Executive Compensation during 2020.”
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(4)
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“All Other Compensation” includes a car allowance for Dr. Rafaeli of $12,000 and $12,000 in 2020, and 2019, respectively, and a 401(k) match of $11,400 in 2020 and $11,200 in 2019; and for Mr. Hill includes a car allowance of $4,800 in 2020 and 2019, respectively, and a 401(k) match of $11,400 and $11,200 in 2020 and 2019, respectively.
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Option Awards
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Name
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Grant
Date
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Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
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Equity
Incentive Plan
Awards Number
of Securities
Underlying
Unexercised
Unvested
Options (#)
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Option
Exercise
Price ($)
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Option
Expiration
Date
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Dolev Rafaeli
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11/22/2019
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100,000
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200,000
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$2.46
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11/22/2029
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5/23/2018
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942,166
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471,083
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$1.66
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5/23/2028
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3/30/2018
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1,427,825
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129,803
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$1.12
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3/30/2028
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Matthew Hill
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11/13/2020
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—
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150,000
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$1.46
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11/13/2030
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11/22/2019
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50,000
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100,000
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$2.46
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11/22/2029
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5/23/2018
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166,666
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83,334
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$1.66
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5/23/2028
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(1)
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Options granted were under the 2016 Omnibus Incentive Plan and options. Dr. Rafaeli’s options granted on March 30, 2018 contractually vested quarterly over three years, all others had vested annually over three years. Upon Dr. Rafaeli’s separation on February 28, 2021, all options vested (see Separation Agreement above). Mr. Hill’s options vest annually over three years.
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1.
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$70,000 base compensation
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2.
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$80,000 base compensation for the Chairman of the Board
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3.
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$10,000 for the Chairman of the Compensation, Nominating Committee.
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4.
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$20,000 for the Chairman of the Audit Committee
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5.
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$5,000 for membership on each committee (not to be paid to the Chair of the committees)
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6.
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New independent Board members shall receive a one-time grant of $20,000 in the form of restricted stock units.
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Name
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Fees
Earned ($)
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Stock
Awards ($)(3)
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All Other
Compensation ($)
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Total ($)
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Uri Geiger(1)
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—
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—
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—
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—
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David N. Gill(2)
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19,231
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—
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—
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19,231
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Samuel E. Navarro
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35,000
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—
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—
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35,000
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Samuel Rubinstein
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45,000
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—
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—
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45,000
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Nachum Shamir
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40,000
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—
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—
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40,000
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LuAnn Via
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52,100
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—
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—
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52,100
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(1)
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Fees of $140,000 for the years 2018-2020 paid on behalf of Dr. Geiger were paid to Accelmed as a result of the fact that Accelmed’s partnership agreement precludes the receipt of any equity and any director payment has to be paid to Accelmed.
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(2)
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Resigned from the board on May 22, 2020.
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(3)
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The Company has accrued the compensation for unissued stock awards.
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Name
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Position
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Age
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Dr. Uri Geiger
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Chairperson of the Board
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52
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Robert Moccia
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President, Chief Executive Officer and Director
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62
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William Humphries
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Director
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54
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Nachum Shamir
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Director
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67
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Samuel Rubinstein
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Director
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81
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LuAnn Via
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Vice Chairperson of the Board
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67
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2020
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2019
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Audit Fees(1)
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$276,500
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$266,500
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Audit-Related Fees(2)
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—
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—
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Tax Fees(3)
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—
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—
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All Other Fees(4)
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—
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—
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Total
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$276,500
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$266,500
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(1)
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Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements.
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(2)
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Consists of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees” in this table.
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(3)
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Consists of all tax related services.
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(4)
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There were no other fees billed by Marcum LLP for the years ended December 31, 2020, and 2019.
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First, at least once a year when the base audit engagement is reviewed and approved, management will identify all other services (including fee ranges) for which management knows it will engage Marcum LLP for the applicable period. Those services typically include quarterly reviews, specified tax matters, certifications to the lenders as required by financing documents, consultation on new accounting and disclosure standards and, in future years, reporting on management's internal controls assessment.
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Second, if any new “unlisted” proposed engagement arises during the year, the engagement will require approval of the Audit Committee.
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By
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Order of the Board of Directors
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/s/ Robert J. Moccia
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Robert J. Moccia
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President and Chief Executive Officer
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