Item 5. OTHER INFORMATION

(b) As disclosed in our Current Report on Form 8-K, filed on May 18, 2023, on May 17, 2023, in view of the SEC’s federal proxy rules requiring the use of universal proxy cards by management and stockholders in contested director elections, our board of directors approved the amendment and restatement of our bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately. Among other things, the Amended and Restated Bylaws enhance procedural mechanics and disclosure requirements for stockholder nominations of directors and proposals of other business made in connection with annual and special meetings of stockholders, including:

• to clarify that we will disregard proxies granted (and votes submitted) in favor of a nominee submitted by a stockholder that fails to comply with Rule 14a-19 under the Exchange Act or to timely deliver reasonable evidence of such compliance;

• to require proposed nominees and proposing stockholders to provide certain background information and representations to us, including a consent of the proposed nominee to serve on our board of directors if elected and an undertaking to notify us if the proposed nominee becomes unwilling or unable to serve on our board of directors;

• to clarify the procedural requirements relating to a stockholder’s ability to solicit proxies from other stockholders, including a requirement that a stockholder soliciting proxies use a proxy card color other than white; and

• to clarify that a stockholder may not nominate more individuals than there are directors to be elected and to prohibit the substitution or replacement of a proposed nominee following the expiration of the applicable deadline.

• The Amended and Restated Bylaws also make various updates to the provisions governing stockholder meetings and committees of the board of directors, in addition to various other conforming, administrative, and technical changes.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

EXHIBIT INDEX

Certain agreements and other documents filed as exhibits to this Quarterly Report on Form 10-Q contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements or other documents.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.