It looks that way to me also. I could be wrong, but I can't believe that management would go to the trouble to put together a proxy that makes it look like they are trying to take it private. Their claim that they are looking at Nasdaq when they are trying to get even further away on the director requirements comes across as a poorly thought out excuse for their actions. Difficult to believer that the 100:1 RS to increase share price will help with sales, but that being on the pinks and not audited is not an issue. These are smart guys and I am guessing they know what they are doing.
Sorry about the negativity, but I have always been burned by trying to give the benefit of the doubt. Usually what something looks like is what it is.
I no longer own shares, and wish all of you the best of luck.