UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  1)

 

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Filed by a Party other than the Registrant  o

 

Check the appropriate box:

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Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

Discovery Labs, Inc

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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(1)

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(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

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(4)

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(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 



 

GRAPHIC

 

Revisions to the Proxy Statement dated December 15, 2015 of
Discovery Laboratories, Inc. (the “Company”) for the
Special Meeting of Stockholders to be held January 21, 2016

 

It recently has come to our attention that certain information appearing in the table on page 5 of the Proxy Statement filed on December 15, 2015 was incorrect.  The table includes examples of approximate information, as of November 30, 2015, relating to the impact of Proposals 1 and 2 on our Common Stock based on certain of the Exchange Ratios available for selection by our Board, without giving effect to any adjustment for fractional shares of Common Stock.

 

In the print version only, the first column of the table was formatted incorrectly, causing the exchange ratios to not be visible.  In addition, in both the print and filed versions of the Proxy Statement, five of the six values appearing in the column entitled “Number of Shares of Common Stock Authorized and Available for Issuance” were incorrect.  The following table is a corrected version of the table appearing on page 5 of the Proxy Statement, with the correct numbers inserted and the errors marked:

 

Status

 

Number of
Shares of
Common Stock
Authorized (1)

 

Number of
Shares of
Common
Stock
Issued and
Outstanding(2)

 

Number of
Shares of
Common
Stock
Reserved for
Future
Issuance

 

Number of Shares of
Common Stock
Authorized and
Available for
Issuance

 

Pre-Reverse Split

 

250,000,000

 

112,064,773

 

134,779,758

 

3,155,469

 

Post-Reverse Split 1:10

 

50,000,000

 

11,206,477

 

13,477,976

 

25,315,547 315,547

 

Post-Reverse Split 1:12

 

42,000,000

 

9,338,731

 

11,231,647

 

21,429,622 262,956

 

Post-Reverse Split 1:15

 

34,000,000

 

7,470,985

 

8,985,317

 

17,543,698 210,365

 

Post-Reverse Split 1:18

 

28,000,000

 

6,225,821

 

7,487,764

 

14,286,415 175,304

 

Post Reverse Split 1:20

 

25,000,000

 

5,603,239

 

6,738,988

 

12,657,773 157,773

 

 


(1)         Reflects the reduction in authorized shares under Proposal 2, rounded up to the nearest whole million.

(2)         As of November 30, 2015 and does not take into account the cancellation of any fractional shares, with respect to which holders would be entitled to a cash payment.  See, “Treatment of Fractional Shares.”

 


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