At the Vallon virtual special meeting, Vallon’s common stockholders will be asked to approve an amendment to the amended and restated certificate of incorporation of Vallon effecting the Reverse Split of Vallon Common Stock at a ratio anywhere in the range not less than ____ new share for every ____ shares and not greater than ____ new share for every ____ shares outstanding, with the Vallon Board having previously approved and declared advisable each amendment effecting the Reverse Split within such range. Prior to the effectiveness of the Merger, Vallon, the Investor and GRI will mutually agree upon the exact reverse split ratio within such range, and the Vallon Board will abandon all amendments within such range (other than the amendment setting forth the ratio selected). The Vallon Board will make the final determination of the ratio within the approved range, after consultation with GRI and the Investor. Upon the effectiveness of the certificate of amendment to the amended and restated certificate of incorporation of Vallon effecting the Reverse Split (the “Split Effective Time”), the issued shares of Vallon Common Stock immediately prior to the Split Effective Time will be reclassified into a smaller number of shares within the specified range, such that a stockholder of Vallon will own one new share of Vallon Common Stock for the specified number of shares of issued common stock held by that stockholder immediately prior to the Split Effective Time.
The Vallon Board approved the proposal approving the certificate of amendment to the amended and restated certificate of incorporation of Vallon effecting the Reverse Split for the following reasons:
•the Vallon Board believes effecting the Reverse Split may be an effective means of avoiding a delisting of Vallon Common Stock from Nasdaq in the future;
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