Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
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NOTICE & PROXY STATEMENT
Annual Meeting of Stockholders
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480 ARSENAL WAY
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called "Who can attend the Annual Meeting?" on page 4 of the proxy statement for more information about how to attend the meeting online.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in
Thank you for your support.
Sincerely,
/s/ Maria Palasis
Maria Palasis, Ph.D.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
The Annual Meeting of Stockholders (the "Annual Meeting") of
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/LYRA2025 and entering your 16-digitcontrol number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:
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To elect |
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To ratify the appointment of |
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To approve amendments to the Company's Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio ranging from any whole number between 1-for-10and 1-for-50,as determined by our Board of Directors in its discretion (the "Reverse Stock Split Proposal"); |
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To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal (the "Adjournment Proposal"); and |
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. |
Holders of record of our common stock as of the close of business on
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you receive a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed retuenvelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors,
/s/
Chief Financial Officer and Treasurer
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PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the Board of Directors of
Holders of record of shares of our common stock,
This proxy statement and the Company's Annual Report to Stockholders for the year ended
Unless otherwise indicated, in this proxy statement, "Lyra," "Company," "we," "us," and "our" refer to
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON
This Proxy Statement and our 2024 Annual Report to Stockholders are available at
Proposals
At the Annual Meeting, our stockholders will be asked:
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To elect |
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To ratify the appointment of |
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To approve amendments to the Company's Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio ranging from any whole number between 1-for-10and 1-for-50,as determined by our Board of Directors in its discretion (the "Reverse Stock Split Proposal"); |
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To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal (the "Adjournment Proposal"); and |
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. |
Recommendations of the Board
The Board of Directors (the "Board") recommends that you vote your shares as indicated below. If you retua properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board recommends that you vote:
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FOR the election of |
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FOR the ratification of the appointment of |
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FOR the Reverse Stock Split Proposal; and |
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FOR the Adjournment Proposal. |
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.
Information About This Proxy Statement
Why you received this proxy statement.You are viewing or have received these proxy materials because Lyra's Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the
Notice of Internet Availability of Proxy Materials.As permitted by
Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.
Householding.The
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prefer to receive separate copies of the proxy materials, contact
If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.
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QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS
Who is entitled to vote at the Annual Meeting?
The Record Date for the Annual Meeting is
What is the difference between being a "record holder" and holding shares in "street name"?
A record holder holds shares in his or her name. Shares held in "street name" means shares that are held in the name of a bank or broker on a person's behalf.
Am I entitled to vote if my shares are held in "street name"?
Yes. If your shares are held by a bank or a brokerage firm, you are considered the "beneficial owner" of those shares held in "street name." If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in "street name" and you would like to vote your shares online at the Annual Meeting, you should contact your bank or brokerage firm to obtain your 16-digitcontrol number or otherwise vote through the bank or brokerage firm.
How many shares must be present to hold the Annual Meeting?
A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting online or by proxy, of the holders of a majority in voting power of the common stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum.
Who can attend the Annual Meeting?
You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/LYRA2025. To attend and participate in the Annual Meeting, you will need the 16-digitcontrol number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in "street name," you should contact your bank or broker to obtain your 16-digitcontrol number or otherwise vote through the bank or broker. If you lose your 16-digitcontrol number, you may join the Annual Meeting as a "Guest" but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at
What if a quorum is not present at the Annual Meeting?
If a quorum is not present at the scheduled time of the Annual Meeting, the Chairperson of the Annual Meeting is authorized by our Amended and Restated Bylaws to adjouthe meeting, without the vote of stockholders.
What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?
It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.
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How do I vote?
Stockholders of Record. If you are a stockholder of record, you may vote:
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By Internet - You can vote over the Internet at www.proxyvote.comby following the instructions on the Internet Notice or proxy card. |
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By Telephone - You can vote by telephone by calling 1-800-690-6903and following the instructions on the proxy card. |
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By Mail - You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail. |
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Electronically at the Meeting - If you attend the meeting online, you will need the 16-digitcontrol number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting. |
Internet and telephone voting facilities for stockholders of record will be made available 24 hours a day and will close at
Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.
Beneficial Owners of Shares Held in "Street Name." If your shares are held in "street name" through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digitcontrol number or otherwise vote through the bank or broker. If you lose your 16-digitcontrol number, you may join the Annual Meeting as a "Guest" but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.
Can I change my vote after I submit my proxy?
Yes.
If you are a registered stockholder, you may revoke your proxy and change your vote:
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by submitting a duly executed proxy bearing a later date; |
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by granting a subsequent proxy through the Internet or telephone; |
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by giving written notice of revocation to the Secretary of Lyra prior to or at the Annual Meeting; or |
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by voting online at the Annual Meeting. |
Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote online at the Annual Meeting.
If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Annual Meeting using your 16-digitcontrol number or otherwise voting through your bank or broker.
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Who will count the votes?
A representative of
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board's recommendations are indicated on page 2 of this proxy statement, as well as with the description of each proposal in this proxy statement.
Will any other business be conducted at the Annual Meeting?
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.
What if during the check-intime or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/LYRA2025.
Will there be a question and answer session during the Annual Meeting?
As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by stockholders during the meeting that are pertinent to the Company and the meeting matters as time permits. The Company will endeavor to answer as many questions submitted by stockholders as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than as a "Guest") by following the procedures outlined above in "Who can attend the Annual Meeting?" will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:
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irrelevant to the business of the Company or to the business of the Annual Meeting; |
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related to material non-publicinformation of the Company, including the status or results of our business since our last Quarterly Report on Form 10-Q; |
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related to any pending, threatened or ongoing litigation; |
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related to personal grievances; |
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derogatory references to individuals or that are otherwise in bad taste; |
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substantially repetitious of questions already made by another stockholder; |
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in excess of the two question limit; |
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in furtherance of the stockholder's personal or business interests; or |
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out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary in their reasonable judgment. |
Additional information regarding the Q&A session will be available in the "Rules of Conduct" available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than as a "Guest") by following the procedures outlined above in "Who can attend the Annual Meeting?".
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How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votesbe treated?
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Votes required |
Effect of Votes Withheld / Non-Votes |
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Proposal 1: Election of Directors |
The plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative "FOR" votes will be elected as Class II Directors. | Votes withheld and broker non-voteswill have no effect. | ||
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. | Abstentions and broker non-voteswill have no effect. We do not expect any broker non-voteson this proposal. | ||
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Proposal 3: Approval of the Reverse Stock Split Proposal |
The affirmative vote of the holders of a majority of the votes cast affirmatively or negatively. | Abstentions and broker non-voteswill have no effect. We do not expect any broker non-voteson this proposal. | ||
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Proposal 4: Approval of the Adjournment Proposal |
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. | Abstentions and broker non-voteswill have no effect. We do not expect any broker non-voteson this proposal. | ||
What is a "vote withheld" and an "abstention" and how will votes withheld and abstentions be treated?
A "vote withheld," in the case of the proposal regarding the election of directors, or an "abstention," in the case of the proposal regarding the ratification of the appointment of
What are broker non-votesand do they count for determining a quorum?
Generally, broker non-votesoccur when shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of
Where can I find the voting results of the Annual Meeting?
We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K,which we intend to file with the
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PROPOSALS TO BE VOTED ON
Proposal 1: Election of Directors
At the Annual Meeting, two (2) Class II Directors are to be elected to hold office until our annual meeting of stockholders to be held in 2028 and until each such director's respective successor is elected and qualified or until each such director's earlier death, resignation or removal.
We currently have six (6) directors on our Board, including two (2) Class II Directors. Our current Class II Directors are
The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative "FOR" votes will be elected as Class II Directors. Votes withheld and broker non-votesare not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.
As set forth in our Restated Certificate of Incorporation, as amended (the "Restated Certificate of Incorporation"), the Board of Directors is divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class II, whose current term will expire at the 2025 Annual Meeting of Stockholders and, if elected at the 2025 Annual Meeting of Stockholders, whose subsequent term will expire at the 2028 Annual Meeting of Stockholders; Class III, whose current term will expire at the 2026 Annual Meeting of Stockholders; and Class I, whose current term will expire at the 2027 Annual Meeting of Stockholders.
The current Class I Directors are Maria Palasis, Ph.D. and
Our Restated Certificate of Incorporation and our Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-thirdof the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirdsof our outstanding voting stock entitled to vote in the election of directors.
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as Class II Directors of the persons whose names and biographies appear below. In the event that any of
Vote required
The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative "FOR" votes will be elected as Class II Directors.
Votes withheld and broker non-votesare not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.
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Recommendation of the Board of Directors
| The Board of Directors unanimously recommends a vote FOR the election of each of the below Class II Director nominees. |
Nominees for Class II Director (terms to expire at the 2025 Annual Meeting of Stockholders)
The current members of the Board who are also nominees for election to the Board as Class II Directors are as follows:
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Age | Served as a Director Since |
Position with Lyra |
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73 | 2019 | Director | |||
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71 | 2022 | Executive Chair and Chairperson of the Board |
The principal occupations and business experience, for at least the past five years, of each Class II Director nominee are as follows:
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include serving as a member of the board of directors of
Class III Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
The current members of the Board of Directors who are Class III Directors are as follows:
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Age | Served as a Director Since |
Position with |
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69 | 2019 | Director | |||
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80 | 2022 | Director |
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
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Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
The current members of the Board of Directors who are Class I Directors are as follows:
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Age | Served as a Director Since |
Position with Lyra |
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Maria Palasis, Ph.D. |
60 | 2015 | Director | |||
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72 | 2020 | Director |
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Maria Palasis, Ph.D.
Maria Palasis, Ph.D. has served as our
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Our Audit Committee has appointed
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In the event that the appointment of
Vote Required
This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions and broker non-votesare not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of
Recommendation of the Board of Directors
| The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of |
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee has reviewed the audited consolidated financial statements of
The Company's independent registered public accounting firm also provided the Audit Committee with a formal written statement required by the applicable requirements of the PCAOB describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.
Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-Kfor the fiscal year ended
The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
The following table summarizes the fees of
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Fee Category |
2024 | 2023 | ||||||
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Audit Fees(1) |
$ | 484,250 | $ | 520,770 | ||||
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Total Fees |
$ | 484,250 | $ | 520,770 | ||||
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For 2024 and 2023, audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q,and other professional services provided in connection with statutory and regulatory filings or engagements. |
Audit Committee Pre-ApprovalPolicy and Procedures
The Audit Committee has adopted a policy (the "Pre-ApprovalPolicy") that sets forth the procedures and conditions pursuant to which audit and non-auditservices proposed to be performed by the independent auditor may be pre-approved.The Pre-ApprovalPolicy generally provides that we will not engage our independent auditor,
Proposal 3: Approval of Amendment to our Restated Certificate of Incorporation to effect a Reverse Stock Split
General
Our Board has adopted and is recommending that our stockholders approve amendments to our Restated Certificate of Incorporation to effect a reverse stock split of our common stock, par value
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By approving this proposal, stockholders will approve alternative amendments to our Restated Certificate of Incorporation pursuant to which a whole number of outstanding shares of our Common Stock between 10 and 50, inclusive, would be combined into one share of our Common Stock. Upon receiving stockholder approval, the Board will have the authority, in its sole discretion, but not the obligation, to elect, without further action on the part of the stockholders, whether to effect the Reverse Stock Split and, if so, to determine the Reverse Stock Split ratio from among the approved range described above and to effect the Reverse Stock Split by filing a Certificate of Amendment with the Secretary of State of the
The Board's decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including market conditions, the historical, then-existing and expected trading price of our Common Stock, the anticipated impact of the Reverse Stock Split on the trading price of our Common Stock and on the number of holders of our Common Stock, and the continued listing requirements of The Nasdaq Capital Market. Although our stockholders may approve the Reverse Stock Split, we will not effect the Reverse Stock Split if the Board does not deem it to be in the best interests of the Company and its stockholders.
Because the Reverse Stock Split will decrease the number of outstanding shares of our Common Stock by a ratio in the range of 1-for-10to 1-for-50but would not effect a decrease to the number of shares of Common Stock that the Company will be authorized to issue, the proposed amendments to the Restated Certificate of Incorporation to effect the Reverse Stock Split (the "Reverse Stock Split Amendments") would result in a relative increase in the number of authorized and unissued shares of our Common Stock. For more information on the relative increase in the number of authorized shares of our Common Stock, see "Principal Effects of the Reverse Stock Split-Relative Increase in Number of Authorized Shares of Common Stock for Issuance" below.
Purpose and Background of the Reverse Stock Split
On
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the Board believes that implementing the Reverse Stock Split could be an effective means of maintaining compliance with the minimum bid price requirement for continued listing of our Common Stock on The Nasdaq Capital Market; |
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the Board believes that continued listing on The Nasdaq Capital Market provides overall credibility to an investment in our stock, given the stringent listing and disclosure requirements of The Nasdaq Capital Market. Notably, some trading firms discourage investors from investing in lower priced stocks that are traded in the over-the-countermarket because they are not held to the same stringent standards; and |
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the Board believes that a higher stock price, which may be achieved through a Reverse Stock Split, could help facilitate the Company's ability to raise new equity capital either through private fund-raising transactions or by accessing the equity capital markets, generally stimulate investor interest in the Company and help attract, retain, and motivate employees. |
Nasdaq Requirements for Continued Listing
Our Common Stock is quoted on The Nasdaq Capital Market under the symbol "LYRA." One of the requirements for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) is maintenance of a minimum closing bid price of
On
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Under Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted an initial 180 calendar day grace period, or until
If we fail to regain compliance by
If our Common Stock is delisted from Nasdaq, the Board believes that the trading market for our Common Stock could become significantly less liquid, which could reduce the trading price of our Common Stock and increase the transaction costs of trading in shares of our Common Stock. Such delisting from The Nasdaq Capital Market and continued or further decline in our stock price could also impair our ability to raise additional necessary capital through equity or debt financing.
If the Reverse Stock Split is effected, it would cause a decrease in the total number of shares of our Common Stock outstanding and increase the market price of our Common Stock. The Board intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares outstanding is in the best interests of the Company and its stockholders.
If our Common Stock is delisted from The Nasdaq Capital Market, we cannot assure you that our Common Stock would be listed on another national securities exchange, a national quotation service, the over-the-countermarkets or the pink sheets. Delisting from The Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities, decrease securities analysts' coverage of us or diminish investor, supplier and employee confidence.
Facilitation of Future Capital Raising
The Board believes it is critically important for the Company to maintain its flexibility in accessing the equity capital markets. As disclosed in the Company's Annual Report on Form 10-Kfor the year ended
Such additional financing could take a variety of forms, including a private investment in Common Stock or preferred equity securities, convertible debt securities or other debt financing, an at-the-marketoffering of our Common Stock, rights offering or other public offering of equity or debt securities. The availability of additional equity or debt financing will depend on our ability to demonstrate a path to long-term profitable growth, as well as market conditions. There can be no assurance that such equity or debt financing will be available in amounts or on terms acceptable to us, if at all, or that we will be able to raise capital to fund our operations and to continue as a going concern.
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The sale of additional equity would result in significant dilution to our stockholders. The incurrence of debt financing would result in additional debt service obligations and the instruments governing such debt could provide for restrictive operating and financial covenants, security interests on our assets, and other terms that could be adverse to our current stakeholders.
Failure to raise additional capital through equity or debt financing would have a material adverse effect on our ability to meet our short and long-term liquidity needs and achieve our business objectives. The Board believes that the Reverse Stock Split would facilitate the Company's ability to raise additional equity capital in particular, including due to the expected resulting increase in the per share price of our Common Stock, as described under "Potential Increased Investor Interest" below. The Board believes that an increased price per share of Common Stock following a Reverse Stock Split would enhance the Company's ability to raise capital to fund its current operations, and to otherwise take advantage of favorable opportunities as they arise.
Potential Increased Investor Interest
In addition, in approving the proposed Reverse Stock Split Amendments, the Board considered that the Reverse Stock Split and the expected resulting increase in the per share price of our Common Stock could improve the perception of our Common Stock as an investment security, reset our stock price to more normalized trading levels in the face of potentially extended market dislocation and decrease price volatility for our Common Stock, as small price movements currently may cause relatively large percentage changes in our stock price.
Our Board also considered that the Reverse Stock Split and the resulting increase in the per share price of our Common Stock could encourage increased investor interest in our Common Stock and promote greater liquidity for our stockholders. Many brokerage houses and institutional investors have internal policies and practices that prohibit them from investing in low-pricedstocks or tend to discourage individual brokers from recommending low-pricedstocks to their customers, further limiting the liquidity of our Common Stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our Common Stock. Additionally, investors may be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. A greater price per share of our Common Stock could allow a broader range of institutions to invest in our Common Stock.
In the event that our Common Stock were to be delisted from The Nasdaq Capital Market, our Common Stock would likely trade in the over-the-countermarket. If our Common Stock were to trade on the over-the-countermarket, selling our Common Stock could be more difficult because smaller quantities of shares would likely be bought and sold, and transactions could be delayed. For all of these reasons, we believe the Reverse Stock Split could potentially increase the marketability, trading volume, and liquidity of our Common Stock.
Employee Retention
The Board believes that the Company's employees and directors who are compensated in the form of our equity-based securities may be less incentivized and invested in the Company if we are no longer listed on Nasdaq. Accordingly, the Board believes that maintaining Nasdaq listing qualifications for our Common Stock, can help attract, retain, and motivate employees and members of our Board.
In light of the factors mentioned above, our Board unanimously approved the proposed amendments to our Restated Certificate of Incorporation to effect the Reverse Stock Split as a potential means of increasing and maintaining the price of our Common Stock to above
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Board Discretion to Implement the Reverse Stock Split
The Board believes that stockholder approval of a range of ratios (as opposed to a single Reverse Stock Split ratio) is in the best interests of our Company and stockholders because it is not possible to predict market conditions at the time that the Reverse Stock Split would be effected. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our Board will be a whole number in a range of 1-for-10to 1-for-50.The Board can only authorize the filing of one Reverse Stock Split Amendment and all other Reverse Stock Split amendments will be abandoned. The Board also has the authority to abandon all Reverse Stock Split Amendments.
In determining the Reverse Stock Split ratio and whether and when to effect the Reverse Stock Split following the receipt of stockholder approval, the Board will consider a number of factors, including, without limitation:
| • |
our ability to maintain the listing of our Common Stock on The Nasdaq Capital Market; |
| • |
the historical trading price and trading volume of our Common Stock; |
| • |
the number of shares of our Common Stock outstanding immediately before and after the Reverse Stock Split; |
| • |
the then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading price and trading volume of our Common Stock; |
| • |
the anticipated impact of a particular ratio on the number of holders of our Common Stock; and |
| • |
prevailing general market conditions. |
We believe that granting the Board the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If our Board chooses to implement the Reverse Stock Split, we will make a public announcement regarding the determination of the Reverse Stock Split ratio.
Risks Associated with the Reverse Stock Split
There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the per share price of our Common Stock. There is no assurance that:
| • |
the market price per share of our Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split; |
| • |
the Reverse Stock Split will facilitate the Company's access to the equity capital markets; |
| • |
the Reverse Stock Split will result in a per share price that will increase the level of investment in our Common Stock by institutional investors or increase analyst and broker interest in our Company; |
| • |
the Reverse Stock Split will result in a per share price that will increase our ability to attract, retain and motivate employees and other service providers; or |
| • |
the market price per share will either exceed or remain in excess of the |
Stockholders should note that the effect of the Reverse Stock Split, if any, upon the market price of our Common Stock cannot be accurately predicted. Furthermore, even if the market price of our Common Stock does rise following the Reverse Stock Split, we cannot assure you that the market price of our Common Stock immediately after the Reverse Stock Split will be maintained for any period of time. Even if an increased per-shareprice can be maintained, the Reverse Stock Split may not achieve the desired results that have been outlined above.
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Moreover, because some investors may view the Reverse Stock Split negatively, we cannot assure you that the Reverse Stock Split will not adversely impact the market price of our Common Stock.
While we aim that the Reverse Stock Split will be sufficient to satisfy the Minimum Bid Requirement, it is possible that, even if the Reverse Stock Split results in a bid price for our Common Stock that exceeds
We believe that the Reverse Stock Split may result in greater liquidity for our stockholders. However, it is also possible that such liquidity could be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split, particularly if the price of our Common Stock does not increase as a result of the Reverse Stock Split.
Principal Effects of the Reverse Stock Split
Issued and Outstanding Shares of Common Stock
If the Reverse Stock Split is approved and effected, each holder of our Common Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split will own a reduced number of shares of our Common Stock upon effectiveness of the Reverse Stock Split. The Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of Common Stock and the Reverse Stock Split ratio will be the same for all issued and outstanding shares of Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share. After the Reverse Stock Split, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable.The Reverse Stock Split will not affect the Company continuing to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Reverse Stock Split may result in some stockholders owning "odd-lots"of less than 100 shares of our Common Stock. Brokerage commissions and other costs of transactions in odd-lotsare generally higher than the costs of transactions in "round-lots" of even multiples of 100 shares.
Relative Increase in Number of Authorized Shares of Common Stock for Issuance
The Reverse Stock Split will not affect the number of authorized shares or the par value of our capital stock, which will remain at 200,000,000 authorized shares of Common Stock and 10,000,000 authorized shares of preferred stock, par value
If the proposed Reverse Stock Split Amendments are approved, all or any of the authorized and unissued shares of our Common Stock may be issued in the future for such corporate purposes and such consideration as the Board deems advisable from time to time, without further action by the stockholders of our Company and without first offering such shares to our stockholders. When and if additional shares of our Common Stock are issued, these new shares would have the same voting and other rights and privileges as the currently issued and outstanding shares of Common Stock, including the right to cast one vote per share.
Because our stockholders have no preemptive rights to purchase or subscribe for any of our unissued shares of Common Stock, the future issuance of additional shares of Common Stock will reduce our current stockholders'
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percentage ownership interest in the total outstanding shares of Common Stock. In the absence of a proportionate increase in our future earnings and book value, an increase in the number of our outstanding shares of Common Stock would dilute our projected future earnings per share, if any, and book value per share of all our outstanding shares of Common Stock. If these factors were reflected in the price per share of our Common Stock, the potential realizable value of a stockholder's investment could be adversely affected. An issuance of additional shares could therefore have an adverse effect on the potential realizable value of a stockholder's investment.
Effect on Outstanding Equity Incentive Plans
The Company maintains the 2005 Equity Incentive Plan, the 2016 Equity Incentive Plan, the 2020 Incentive Award Plan, the 2020 Employee Stock Purchase Plan, and the 2022 Employment Inducement Award Plan (all together, the "Plans"), which are designed primarily to provide stock-based incentives to employees and directors of the Company. As of
Our Board has also authorized the Company to effect any other changes necessary, desirable or appropriate to give effect to the Reverse Stock Split, including any applicable technical, conforming changes.
Effects of the Amendment on our Common Stock
After the Effective Time, each stockholder will own fewer shares of our Common Stock as a result of the Reverse Stock Split. Because the Reverse Stock Split will decrease the number of outstanding shares of our Common Stock, the proposed amendments will result in a relative increase in the number of authorized and unissued shares of our Common Stock. All outstanding options to purchase shares of our Common Stock, including any held by our officers and directors, would be adjusted as a result of the Reverse Stock Split. In particular, the number of shares issuable upon the exercise of each instrument would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the ratio of the Reverse Stock Split. In addition, all restricted stock units covering shares of our Common Stock, including any held by our officers and directors, would be adjusted as a result of the Reverse Stock Split to reduce the number of shares issuable upon vesting of the restricted stock units. In particular, the number of shares underlying each instrument would be reduced in accordance with the terms of each instrument and based on the ratio of the Reverse Stock Split.
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The chart below outlines the capital structure as described in this proposal and prior to and immediately following a possible Reverse Stock Split if the Reverse Stock Split is effected at a ratio between 1-for-10and 1-for-50based on share information as of the close of business on
| Number of Shares of common stock before Reverse Stock Split |
1-for-10 | 1-for-20 | 1-for-30 | 1-for-40 | 1-for-50 | |||||||||||||||||||
|
Authorized |
200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||||
|
Issued and Outstanding |
65,880,561 | 6,588,056 | 3,294,028 | 2,196,018 | 1,647,014 | 1,317,611 | ||||||||||||||||||
|
Issuable under Outstanding Warrants (1) |
8,606,303 | 860,630 | 430,315 | 286,876 | 215,157 | 172,126 | ||||||||||||||||||
|
Issuable under Outstanding Equity Awards (2) |
9,251,416 | 925,141 | 462,570 | 308,380 | 231,285 | 185,028 | ||||||||||||||||||
|
Reserved for Future Issuance under the Plans (3) |
4,008,851 | 400,885 | 200,442 | 133,628 | 100,221 | 80,177 | ||||||||||||||||||
|
Authorized but Unissued and Unreserved (4) |
112,252,869 | 191,225,288 | 195,612,645 | 197,075,098 | 197,806,323 | 198,245,058 | ||||||||||||||||||
| (1) |
Consists of shares reserved for issuance upon exercise of outstanding warrants. |
| (2) |
Consists of shares reserved for issuance pursuant to outstanding stock options and restricted stock units (with performance-based restricted stock units counted assuming "target" performance). |
| (3) |
Consists of shares reserved for future issuance under the Plans, excluding shares issuable under outstanding stock options and restricted stock units. |
| (4) |
Consists of shares authorized but unissued and unreserved for future issuance. |
Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates, if Applicable
If the proposed amendments to our Restated Certificate of Incorporation are approved by the Company's stockholders and the Board determines to effect the Reverse Stock Split, the Reverse Stock Split will become effective at
As soon as practicable after the Effective Time, stockholders will be notified by our transfer agent that the Reverse Stock Split has been effected. If you hold shares of Common Stock in book-entry form, you will not need to take any action to receive post-Reverse Stock Split shares of our Common Stock. As soon as practicable after the Effective Time, the Company's transfer agent will send to your registered address a statement of ownership indicating the number of post-Reverse Stock Split shares of Common Stock you hold. If applicable, a check representing a cash payment in lieu of fractional shares will also be mailed to your registered address as soon as practicable after the Effective Time (see "Fractional Shares" below).
Some stockholders may hold their shares of Common Stock in certificate form. Our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you are a stockholder holding pre-ReverseStock Split shares in certificate form, you will receive a transmittal letter from the Company's transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate or certificates representing the pre-ReverseStock Split shares of our Common Stock for a statement of ownership. When you submit your certificate or certificates representing the pre-ReverseStock Split shares of our Common Stock, your post-Reverse Stock Split shares of our Common Stock will be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate representing the aggregate number of post-Reverse Stock Split shares you own, you will receive a statement indicating the number of post-Reverse Stock Split shares you own in book-entry form. We will no longer issue physical stock certificates.
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STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY
CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Beginning at the Effective Time, each certificate representing pre-ReverseStock Split shares will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.
Fractional Shares
No scrip or fractional shares would be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio ultimately determined by the Board. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split) on the date of the Effective Time. The Company will not assess any transaction costs to stockholders for the cash payment. Stockholders would not be entitled to receive interest for their fractional shares for the period of time between the Effective Time and the date payment is received.
After the Reverse Stock Split, then-current stockholders would have no further interest in our Company with respect to their fractional shares. A person entitled to only a fractional share would not have any voting, dividend or other rights in respect of their fractional share except to receive the cash payment as described above. Such cash payments would reduce the number of post-Reverse Stock Split stockholders to the extent that there are stockholders holding fewer than that number of pre-ReverseStock Split shares within the Reverse Stock Split ratio that is determined by the Board as described above. Reducing the number of post-Reverse Stock Split stockholders, however, is not the purpose of this proposal.
Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds for fractional shares would be deposited, sums due to stockholders in payment for fractional shares that are not timely claimed after the Effective Time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.
No Appraisal Rights
Under the Delaware General Corporation Law, the Company's stockholders will not be entitled to appraisal rights with respect to the Reverse Stock Split, and we do not intend to independently provide stockholders with any such right.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares following the Reverse Stock Split, the Board does not intend for this transaction to be the first step in a series of plans or proposals of a "going private transaction" within the meaning of Rule 13e-3of the Exchange Act.
Interests of Certain Persons in the Proposal
Certain of our officers and directors have an interest in this proposal as a result of their ownership of shares of our Common Stock, as set forth in the section entitled "Stock Ownership of Certain Beneficial Owners and Management" below. However, we do not believe that our officers or directors have interests in this proposal that are different from or greater than those of any of our other stockholders.
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Anti-takeover Effects of Proposed Amendments
Release No. 34-15230of the staff of the
Our Board is not presently aware of any attempt to acquire control of the Company, and the Reverse Stock Split proposal is not part of any plan by our Board to recommend or implement a series of anti-takeover measures.
Accounting Treatment of the Reverse Stock Split
If the Reverse Stock Split is effected, the par value per share of our Common Stock will remain unchanged at
Certain
The following is a summary of certain
This summary is for general information purposes only and does not address all aspects of
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In addition, this summary of certain
If a partnership (including any entity or arrangement treated as a partnership for
We have not sought, and will not seek, an opinion of counsel or a ruling from the
EACH STOCKHOLDER SHOULD CONSULT ITS TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH STOCKHOLDER.
This summary addresses only stockholders that are
| • |
an individual who is a citizen or resident of |
| • |
a corporation created or organized under the laws of |
| • |
an estate, the income of which is subject to |
| • |
a trust that (i) is subject to the primary supervision of a |
The Reverse Stock Split should constitute a "recapitalization" for
A
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who receives cash in lieu of a fractional share in the Reverse Stock Split should recognize capital gain or loss in an amount equal to the difference between the amount of the cash received in lieu of the fractional share and the portion of the
Under certain circumstances, cash received by a
Vote Required
This proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively or negatively. Abstentions and broker non-voteswill have no effect on this proposal. If your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee may vote your shares. Therefore, we do not expect any broker non-voteswith respect to this proposal.
Recommendation of the Board of Directors
| The Board of Directors unanimously recommends a vote FOR the Reverse Stock Split Proposal. |
Proposal 4: Approval of an Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies if there are Not Sufficient Votes at the Time of the Annual Meeting to Approve the Reverse Stock Split Proposal
The Board believes that if the number of shares of the Company's common stock cast in favor of the Reverse Stock Split Proposal is insufficient to approve the Reverse Stock Split Proposal, it is in the best interests of the stockholders to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve the Reverse Stock Split Proposal.
In this Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning the Annual Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjouthe Annual Meeting, and any adjourned session of the Annual Meeting, to use the additional time to solicit additional proxies in favor of the Reverse Stock Split Proposal.
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Vote Required
This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions and broker non-voteswill have no effect on this proposal. If your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee may vote your shares. Therefore, we do not expect any broker non-voteswith respect to this proposal.
Recommendation of the Board of Directors
| The Board of Directors unanimously recommends a vote FOR the Adjournment Proposal. |
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EXECUTIVE OFFICERS
The following table identifies our current executive officers.
|
|
Age |
Position |
In Current Position Since | |||
| 71 | Executive Chair and Chairperson of the Board | |||||
| Maria Palasis, Ph.D. | 60 | |||||
| 52 | Chief Financial Officer and Treasurer |
The following are brief biographies describing the backgrounds of our executive officers.
The biographies for
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CORPORATE GOVERNANCE
General
Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our
Board Composition
Our Board currently consists of six (6) members:
Director Independence
Our Board has determined that each of
Director Candidates
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evaluates candidates' independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the
In evaluating the suitability of individual candidates (both new candidates and current Board members), the
Stockholders may recommend individuals to the
Communications from Stockholders
The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he or she considers appropriate.
Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chairperson of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board of Directors in writing: c/o Secretary,
Board Leadership Structure and Role in Risk Oversight
Our Board is currently chaired by
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business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including business continuity risks, and our Audit Committee is responsible for overseeing our financial and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our
for the year ended
under the Exchange Act, our Board has adopted a Policy for Recovery of Erroneously Awarded Compensation (the "Clawback Policy") that applies to our current and former executive officers. Under the Clawback Policy, we are required to recoup the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) on a
basis within a specified lookback period in the event of any accounting Restatement (as defined in the Clawback Policy), subject to limited impracticability exceptions. Covered restatements include both a restatement to correct an error that is material to previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.
, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chairperson of the Board or the Chairperson of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an
meeting. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend. All of our then incumbent members of the Board attended the 2024 Annual Meeting of Stockholders.
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COMMITTEES OF THE BOARD
Our Board has established three standing committees - Audit, Compensation and Nominating and Corporate Governance-each of which operates under a written charter that has been approved by our Board.
The members of each of the Board committees and committee Chairpersons are set forth in the following chart.
| Audit | Compensation |
Nominating and Corporate Governance |
||||
|
|
X | Chairperson | ||||
|
|
Chairperson | X | ||||
|
|
X | X | X | |||
|
|
X | Chairperson |
Audit Committee
Our Audit Committee's responsibilities include, among other things:
| • |
appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; |
| • |
overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; |
| • |
reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; |
| • |
coordinating our Board's oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; |
| • |
discussing our risk management policies, including overseeing management of the Company's financial and cybersecurity risks; |
| • |
meeting independently with our internal auditing staff, if any, registered public accounting firm and management; |
| • |
reviewing and approving or ratifying any related person transactions; and |
| • |
preparing the audit committee report required by |
The Audit Committee charter is available on our website at www.lyratx.com. The members of the Audit Committee are
The members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq rules. In addition, our Board has determined that each of
The Audit Committee met five (5) times in 2024.
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Compensation Committee
Our Compensation Committee's responsibilities include, among other things:
| • |
reviewing, modifying (as needed) and approving (or if it deems appropriate, making recommendations to our Board regarding) the overall compensation strategy and policies for the Company; |
| • |
evaluating and making recommendations to our Board regarding the compensation plans and programs advisable for the Company, as well as the modification or termination of existing plans and programs; |
| • |
determining and recommending to our |
| • |
periodically reviewing the performance of our CEO; |
| • |
determining and approving the compensation and other terms of employment for each executive officer; |
| • |
making recommendations to our Board regarding the type and amount of compensation to be paid or awarded to non-employeemembers of our Board; |
| • |
reviewing and discussing annually with management our "Compensation Discussion and Analysis," to the extent required; and |
| • |
preparing the annual compensation committee report required by |
The Compensation Committee generally considers the Chief Executive Officer's recommendations when making decisions regarding the compensation of non-employeedirectors and executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee's charter, which is available on our website at www.lyratx.com, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. In 2024, the Compensation Committee engaged
The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The Compensation Committee may also delegate to an officer the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans.
The members of our Compensation Committee are
The Compensation Committee met nine (9) times in 2024.
Nominating and Corporate Governance Committee
Our
| • |
identifying individuals qualified to become board members; |
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| • |
recommending to our Board the persons to be nominated for election as directors and to be appointed to each board committee; |
| • |
developing and recommending to our Board corporate governance guidelines, and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time; |
| • |
reviewing the Board's leadership structure; and |
| • |
overseeing a periodic evaluation of our Board. |
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EXECUTIVE AND DIRECTOR COMPENSATION
This section discusses the material components of the executive compensation program for our executive officers who are named in the "2024 Summary Compensation Table" below. In 2024, our "named executive officers" and their positions were as follows:
| • |
Maria Palasis, Ph.D., |
| • |
|
| • |
|
| • |
|
2024 Summary Compensation Table
The following table sets forth information concerning the compensation of our named executive officers for the years shown.
|
|
Year | Salary ($) |
Bonus (1) ($) |
Stock Awards(2) ($) |
Option Awards(3) ($) |
Non-Equity Incentive Plan Compensation(4) ($) |
All Other Compensation(5) ($) |
Total ($) |
||||||||||||||||||||||||
|
Maria Palasis, Ph.D. |
2024
2023 |
625,000
583,000 |
187,500
- |
72,060
- |
2,783,149
842,675 |
-
349,800 |
64,488
9,900 |
3,732,197
1,785,375 |
||||||||||||||||||||||||
|
Executive Chairman |
2024
2023 |
400,000
200,000 |
-
- |
2,365,731
- |
-
415,003 |
-
- |
30,878
10,060 |
2,796,609
625,063 |
||||||||||||||||||||||||
|
Chief Financial Officer and Treasurer |
2024
2023 |
444,444
441,141 |
133,333
- |
24,020
- |
633,239
290,502 |
-
175,000 |
68,924
36,530 |
1,303,960
943,173 |
||||||||||||||||||||||||
|
Former Chief Medical Officer |
2024
2023 |
250,613
476,579 |
72,503
- |
-
- |
633,239
115,240 |
-
200,000 |
397,836
25,834 |
1,354,191
817,653 |
||||||||||||||||||||||||
| (1) |
Amounts represent cash retention bonuses awarded in 2024 and earned based on continued service through |
| (2) |
Amounts represent the full grant date fair value of restricted stock units ("RSUs"), including performance-based RSUs, granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The amount included for performance-based RSUs is based on the probable outcome of the applicable performance conditions as of the date of grant. This amount also represents the potential value of the award assuming maximum achievement of the performance conditions. We provide information regarding the assumptions used to calculate the value of all RSU awards, including performance-based RSU awards, made to named executive officers in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-Kfor the year ended |
| (3) |
Amounts represent the full grant date fair value of stock options, including performance-based stock options, granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The amount included for performance-based stock options is based on the probable outcome of the applicable performance conditions as of the date of grant. This amount also represents the potential value of the award assuming maximum achievement of the performance conditions. We provide information regarding the assumptions used to calculate the value of all option awards made to named executive officers in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-Kfor the year ended |
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| (4) |
Amounts represent performance-based annual cash bonuses for fiscal year 2023, determined by our Board of Directors for the named executive officers. |
| (5) |
Amounts for fiscal year 2024 represent company 401(k) matching contributions, taxable fringe benefits, personal time off payouts and in the case of |
| (6) |
|
Narrative to Summary Compensation Table
2024 Salaries
The named executive officers receive a base salary to provide a fixed component of compensation reflecting the executive's skill set, experience, role and responsibilities. For 2024, the base salaries for Dr. Palasis,
Retention Bonuses
In
The total retention bonus amounts are set forth in the following table:
|
Named Executive Officer |
Total Retention Bonus | |||
|
Maria Palasis, Ph.D. |
$ | 375,000 | ||
|
|
$ | 266,666 | ||
|
|
$ | 290,011 | ||
Equity Compensation
We offer stock awards and stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. Our stock awards allow employees to receive shares of common stock upon their respective vesting dates and options generally allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant. With respect to grants made in connection with the commencement of employment, our stock options typically vest as to 25% of the underlying shares on the first anniversary of the vesting commencement date and in equal monthly installments over the following three years, subject to the holder's continued service with us. From time to time, our Board of Directors may also construct alternate vesting schedules as it determines are appropriate to motivate particular employees. Historically, our stock options have been intended to qualify as "incentive stock options" to the extent permitted under the Internal Revenue Code.
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The following table sets forth the stock awards and options granted to our named executive officers in 2024.
|
Named Executive Officer |
2024 Stock Awards Granted | 2024 Stock Options Granted | ||||||
|
Maria Palasis, Ph.D. |
300,000 | 1,050,000 | ||||||
|
|
660,000 | - | ||||||
|
|
100,000 | 200,000 | ||||||
|
|
- | 200,000 | ||||||
In connection with our annual performance review, in
Other Elements of Compensation
Retirement Plan
We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We believe that providing a vehicle for tax-deferredretirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. For 2024, we made matching contributions of 50% of the first 6% of eligible compensation contributed under our 401(k) plan.
Employee Benefits and Perquisites
All of our full-time employees, including our named executive officers, are eligible to participate in our employee benefit plans and programs, including medical, dental, and vision benefits, health spending accounts, and short- and long-term disability, accidental death and dismemberment, and life insurance and personal time off ("PTO") pay-outsto the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.
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Outstanding Equity Awards at 2024 Fiscal Year-End
The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of
| Option Awards (1) | Stock Awards | |||||||||||||||||||||||||||||||||||||||
|
|
Vesting Commencement Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of shares or units of stock that have not vested (#) |
Market value of shares or units of stock that have not vested ($)(8) |
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (8) |
||||||||||||||||||||||||||||||
|
Maria Palasis, Ph.D. |
94,287 | - | - | 22.76 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 31,429 | - | 31,429 | (2) | 1.73 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 170,455 | - | - | 2.76 | - | - | - | - | |||||||||||||||||||||||||||||||||
| 326,303 | - | - | 16.00 | - | - | - | - | |||||||||||||||||||||||||||||||||
| 115,000 | 5,000 | (1) | - | 10.63 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 90,241 | (2) | 37,159 | (1) | - | 4.78 | - | - | - | - | |||||||||||||||||||||||||||||||
| 58,333 | - | 116,667 | (3) | 4.21 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 119,791 | (2) | 130,209 | (1) | - | 2.85 | - | - | - | - | |||||||||||||||||||||||||||||||
| 56,250 | 93,750 | (1) | - | 2.99 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 114,583 | 385,417 | (1) | - | 5.77 | - | - | - | - | ||||||||||||||||||||||||||||||||
| - | - | 550,000 | (4) | 6.07 | - | - | - | - | ||||||||||||||||||||||||||||||||
| - | - | - | - | - | 300,000 | (5) | 61,800 | - | - | |||||||||||||||||||||||||||||||
|
|
- | - | 520,000 | (3) | 4.21 | - | - | - | - | |||||||||||||||||||||||||||||||
| - | - | 953,002 | (3) | 5.09 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 45,833 | 154,167 | (1) | - | 2.85 | - | - | - | - | ||||||||||||||||||||||||||||||||
| - | - | - | - | - | 275,000 | (6) | 56,650 | - | - | |||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | 385,000 | (7) | 79,310 | |||||||||||||||||||||||||||||||
|
|
84,500 | 19,500 | (1) | - | 8.22 | - | - | - | - | |||||||||||||||||||||||||||||||
| 11,053 | 4,552 | (1) | - | 4.78 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 67,083 | 72,917 | (1) | - | 2.85 | - | - | - | - | ||||||||||||||||||||||||||||||||
| 45,833 | 154,167 | (1) | - | 4.58 | - | - | - | - | ||||||||||||||||||||||||||||||||
| - | - | - | - | - | 100,000 | (5) | 20,600 | - | - | |||||||||||||||||||||||||||||||
| (1) |
Except as otherwise indicated, options vest and become exercisable in equal monthly installments over four years following the vesting commencement date, subject to the named executive officer's continued service with us on each applicable vesting date. |
| (2) |
Options were eligible to vest and become exercisable at the end of any given three-month period occurring prior to six years from the vesting commencement date in which we recognize revenue from the commercial sale of an FDA-approvedproduct each month and in amounts, with respect to the second and third months of such period that increase from the revenue recognized from such product sales in the immediately preceding month, subject to Dr. Palasis' continued employment with us on each applicable vesting date. Such milestone was not achieved during the six-yearperformance period; however, the options remain eligible to vest, in full or in part, in the event of certain terminations of Dr. Palasis' employment with us or upon a change in control transaction. |
| (3) |
Options vest and become exercisable as to one-thirdof the shares underlying the option, in each case, upon the achievement of three distinct market capitalization targets during the five-year performance period following the date of grant, provided that no more than one-thirdof the option may vest prior to the first anniversary of the date of grant, no more than two-thirdsof the option may vest prior to the second anniversary of the date of grant and the option may not become fully vested prior to the third anniversary of the date of grant, subject to the named executive officer's continued service on each applicable vesting date. |
| (4) |
Option is eligible to vest as to 100% of the shares underlying the option on |
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| (5) |
RSUs vest in three substantially equal installments on each of |
| (6) |
RSUs vest as to 100% of the underlying shares on |
| (7) |
Performance-based RSUs are eligible to vest as to 100% of the underlying shares on |
| (8) |
Amounts are based on per share value of |
Executive Employment Agreements
We have entered into employment agreements with each of our named executive officers. The employment agreements provide for the annual base salaries described above under the headings "2024 Salaries." Each of our named executive officers, other than
Each of our named executive officers is also entitled to reimbursement of reasonable travel and other business expenses incurred in the performance of such individual's duties to the Company in accordance with the Company's expense reimbursement policy.
Additionally, Dr. Palasis and
Under the employment agreements, if we terminate the employment of Dr. Palasis,
If we terminate Dr. Palasis,
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for the year ended
regarding such stock option grants.
|
|
Grant
date
|
Number of
securities
underlying the
award
|
Exercise
price of the
award
|
Grant date
fair value
of the
award
|
Percentage change in the closing market price of the
securities underlying the award between the trading day
ending immediately prior to the disclosure of material
nonpublic information and the trading day beginning
immediately following the disclosure of material nonpublic
information
|
|||||||||||||||
|
Maria Palasis, Ph.D.
|
|
500,000 | $ | 5.77 | $ | 4.02 | 1.5 | % | ||||||||||||
|
Maria Palasis, Ph.D.
|
|
550,000 | $ | 6.07 | $ | 4.23 | 1.5 | % | ||||||||||||
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Director Compensation
2024 Director Compensation Table
|
|
Fees Earned or Paid in Cash ($) |
Option Awards ($)(1) |
Total ($) |
|||||||||
|
|
37,935 | 8,169 | 46,104 | |||||||||
|
|
53,250 | 8,169 | 61,419 | |||||||||
|
|
11,875 | - | 11,875 | |||||||||
|
|
64,000 | 8,169 | 72,169 | |||||||||
|
|
92,500 | 8,169 | 100,669 | |||||||||
|
|
37,935 | 8,169 | 46,104 | |||||||||
|
|
54,563 | 8,169 | 62,732 | |||||||||
| (1) |
Amounts reflect the full grant-date fair value of stock awards and stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to our directors in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-Kfor the year ended |
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of
|
|
Options Outstanding at Fiscal Year End | |||
|
|
49,000 | |||
|
|
77,788 | |||
|
|
77,789 | |||
|
|
49,000 | |||
|
|
64,500 | |||
|
|
79,000 | |||
Non-EmployeeDirector Compensation Program
Compensation received by our non-employeedirectors for their services on our Board of Directors under our non-employeedirector compensation program consisted of the following amounts for fiscal year 2024:
| • |
Upon the director's initial election or appointment to our Board of Directors, an option to purchase 60,000 shares of our common stock; |
| • |
If the director has served on our Board of Directors for at least six months as of the date of an annual meeting of stockholders and will continue to serve as a director immediately following such meeting, an option to purchase 30,000 shares of our common stock on the date of the annual meeting; |
| • |
An annual director fee of |
| • |
If the director serves as lead independent director or chair or on a committee of our Board of Directors, an additional annual fee as follows: |
| • |
Chair of the board or lead independent director: |
| • |
Chair of the audit committee: |
| • |
Audit committee member other than the chair, |
| • |
Chair of the compensation committee, |
| • |
Compensation committee member other than the chair, |
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| • |
Chair of the nominating and corporate governance committee, |
| • |
Nominating and corporate governance committee member other than the chair, |
Director fees under the program are payable in arrears in four equal quarterly installments not later than the fifteenth day following the final day of each calendar quarter, provided that the amount of each payment is prorated for any portion of a quarter that a director is not serving on our Board of Directors and no fee was payable in respect of any period prior to the effective date of the registration statement relating to our initial public offering.
Stock options granted to our non-employeedirectors under the program have an exercise price equal to the fair market value of our common stock on the date of grant and expire not later than ten years after the date of grant. The stock options granted upon a director's initial election or appointment vest in 36 substantially equal monthly installments following the date of grant. The stock options granted annually to directors vest in a single installment on the earlier of the day before the next annual meeting or the first anniversary of the date of grant. In addition, all unvested stock options vest in full upon the occurrence of a change in control.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock by (i) each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our current executive officers and directors as a group as of
The number of shares beneficially owned by each stockholder is determined under rules issued by the
|
|
Shares of Common Stock Beneficially Owned |
Percentage | ||||||
|
5% or Greater Stockholders |
||||||||
|
Entities Affiliated with |
12,757,562 | 19.36 | % | |||||
|
Entities Affiliated with |
5,888,416 | 8.94 | % | |||||
|
Named Executive Officers and Directors |
||||||||
|
Maria Palasis, Ph.D. (3) |
676,229 | 1.02 | % | |||||
|
|
1,140,466 | 1.72 | % | |||||
|
|
187,262 | * | ||||||
|
|
- | * | ||||||
|
|
59,116 | * | ||||||
|
|
47,789 | * | ||||||
|
|
50,025 | * | ||||||
|
|
34,500 | * | ||||||
|
All current executive officers and directors as a group (8 Persons) (10) |
2,195,387 | 3.25 | % | |||||
| * |
Less than 1% ownership as of |
| (1) |
Pursuant to a Schedule 13D/A filed with the |
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| (2) |
Pursuant to a Schedule 13D/A filed with the |
| (3) |
Consists of options to purchase 576,229 shares of common stock that are or will be immediately exercisable within 60 days of |
| (4) |
Consists of 536,966 shares of common stock and options to purchase 603,500 shares of common stock that are or will be immediately exercisable within 60 days of |
| (5) |
Consists of options to purchase 153,929 shares of common stock that are or will be immediately exercisable within 60 days of |
| (6) |
Consists of 11,328 shares of common stock and 47,788 options to purchase shares of common stock that are or will be immediately exercisable within 60 days of |
| (7) |
Consists of options to purchase 47,789 shares of common stock that are or will be immediately exercisable within 60 days of |
| (8) |
Consists of 1,025 shares of common stock and 49,000 options to purchase shares of common stock that are or will be immediately exercisable within 60 days of |
| (9) |
Consists of options to purchase 34,500 shares of common stock that are or will be immediately exercisable within 60 days of |
| (10) |
Consists of 549,319 shares of common stock, 1,512,735 shares of common stock that are or will be immediately exercisable within 60 days of |
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Policies and Procedures for Related Person Transactions
Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests (or the perception thereof) and has adopted a written related person transactions policy to comply with Section 404 of the Exchange Act. Under the policy, our finance team is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy. In addition, any potential related person transaction that is proposed to be entered into by the Company must be reported to the Company's Chief Financial Officer, by both the related person and the person at the Company responsible for such potential related person transaction.
If our finance team determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our Chief Financial Officer is required to present to the Audit Committee all relevant facts and circumstances relating to the related person transaction. Our Audit Committee must review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party and the extent of the related person's interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and either approve or disapprove the related person transaction. If advance Audit Committee approval of a related person transaction requiring the Audit Committee's approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chair of the Audit Committee subject to ratification of the transaction by the Audit Committee at the Audit Committee's next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. If a transaction was not initially recognized as a related person transaction, then upon such recognition the transaction will be presented to the Audit Committee for ratification at the Audit Committee's next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction.
Our management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions. No director may participate in the approval of a related person transaction for which he or she is a related person.
The following are certain transactions, arrangements and relationships with our directors, executive officers and stockholders owning 5% or more of our outstanding common stock, or any member of the immediate family of any of the foregoing persons, since
LianBio License Agreement
Entities affiliated with
Private Placement
On
45
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stock, with an exercise price of
Investor Rights Agreement
On
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by
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STOCKHOLDERS' PROPOSALS
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2026 Annual Meeting of Stockholders pursuant to Rule 14a-8under the Exchange Act must submit the proposal to our Secretary at our offices at
Stockholders intending to present a proposal at the 2026 Annual Meeting of Stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Amended and Restated Bylaws. Our Amended and Restated Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2026 Annual Meeting of Stockholders no earlier than
In addition to satisfying the foregoing requirements under our Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19(b)under the Exchange Act.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
OTHER MATTERS
Our Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is intended that holders of the proxies named on the Company's proxy card will vote thereon in their discretion.
SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of our Board, whose Notice of Annual Meeting is attached to this proxy statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mailand facsimile by our directors, officers and other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities.
Certain information contained in this proxy statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.
Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by us with the
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LYRA'S ANNUAL REPORT ON FORM 10-K
A copy of Lyra's Annual Report on Form 10-Kfor the fiscal year ended
A reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-Kat www.proxyvote.com. You also may access our Annual Report on Form 10-Kfor the fiscal year ended
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.
| By Order of the Board of Directors, |
| /s/ |
| Chief Financial Officer and Treasurer |
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APPENDIX A
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
Pursuant to Section 242 of the
General Corporation Law of the
DOES HEREBY CERTIFY THAT:
| 1. The |
Board of Directors of the Corporation duly adopted resolutions at a meeting recommending and declaring advisable that the Restated Certificate of Incorporation of the Corporation, as amended, be further amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows: |
RESOLVED, that the first paragraph of Article FOURTH is being amended to read as follows:
"That, effective as of
| 1 |
Shall be a whole number between and including 10 and 50, which number is referred to as the "Reverse Split Factor" (it being understood that any Reverse Split Factor within such range shall, together with the remaining provisions of this Certificate of Amendment not appearing in brackets, constitute a separate amendment being approved and adopted by the Board and stockholders in accordance with Section 242 of the Delaware General Corporation Law). |
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Company's transfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive the Fractional Share Payment automatically and without any action by the holder.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 210,000,000 shares, consisting of (a) 200,000,000 shares of Common Stock,
| 2. The |
stockholders of the Corporation duly adopted such amendment at an annual meeting of the stockholders of the Corporation. |
| 3. Such |
amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the |
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this [ ]th day of [ ], 2025.
|
By: |
||
|
|
Maria Palasis |
|
|
Title: |
|
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|
480 ARSENAL WAY |
VOTE BY INTERNET Before The Meeting- Go to www.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until During The Meeting- Go to www.virtualshareholdermeeting.com/LYRA2025 You may attend the meeting via the Internet and vote during the meeting. We recommend, however, that you vote before the meeting even if you plan to participate in the meeting, since you can change your vote during the meeting by voting when the polls are open. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until VOTE BY MAIL Mark, sign and date your proxy card and retuit in the postage-paid envelope we have provided or retuit to Vote Processing, c/o Broadridge, |
TO VOTE,
|
V64651-P28320 KEEP THIS PORTION FOR YOUR RECORDS - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
|
DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
|
|
For All |
Withhold All |
For All Except |
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
|
||||||||||||||||||||
|
The Board of Directors recommends you vote FOR the following proposal: |
☐ | ☐ | ☐ | |||||||||||||||||||||
| 1. |
Election of Class II Directors to serve until the 2028 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified. |
|||||||||||||||||||||||
| Nominees: | ||||||||||||||||||||||||
|
01) C. 02) Harlan W. Waksal |
||||||||||||||||||||||||
|
The Board of Directors recommends you vote FOR the following proposals: |
For | Against | Abstain | |||||||||||||||||||||
|
2. |
To ratify the appointment of |
☐ | ☐ | ☐ | ||||||||||||||||||||
|
3. |
To approve amendments to the Company's amended and restated certificate of incorporation, to effect a reverse stock split of the Company's common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Board of Directors in its discretion, subject to the Board of Directors' authority to abandon such amendments. |
☐ | ☐ | ☐ | ||||||||||||||||||||
|
4. |
To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3. |
☐ | ☐ | ☐ | ||||||||||||||||||||
|
NOTE:Such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. |
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
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| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
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V64652-P28320
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Annual Meeting of Stockholders This proxy is solicited by the Board of Directors |
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The undersigned stockholder(s) of Such proxies are authorized to vote in their discretion (x) for the election of any person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter that the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made, and (z) on such other business as may properly be brought before the meeting or any continuation, adjournment or postponement thereof. |
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This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side |
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Attachments
Disclaimer
Lara supports legislation protecting Californians with financially strong FAIR Plan
Proxy Statement (Form DEF 14A)
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