Additional Proxy Soliciting Materials (definitive) (defa14a)
June 26 2017 - 5:02PM
Edgar (US Regulatory)
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
Filed by the
Registrant ☒ Filed by a party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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GALENA BIOPHARMA,
INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No:
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(3)
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Filing party:
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(4)
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Date Filed:
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June 26, 2017
Dear
Stockholders,
We have received a number of questions from our stockholders regarding the proposals set forth in our proxy statement (the Proxy
Statement) relating to the Galena Biopharma, Inc. Special Meeting of Stockholders to be held on July 6, 2017.
We have called the Special
Meeting to address challenges to actions approved at prior meetings of stockholders. For the reasons set forth in the Proxy Statement, our Board of Directors recommends that you
VOTE FOR
all the proposals set forth in the Proxy Statement.
As explained in the Proxy Statement, voting against the proposals set forth in the Proxy Statement may, among other things, prevent us from completing
a strategic transaction and, consequently, could result in our filing for bankruptcy or an involuntary petition for bankruptcy being filed against us.
We believe this would be the worst possible outcome for stockholders
.
In response to questions we have received from some of our stockholders, we note the following regarding the proposals set forth in the Proxy Statement:
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Proposals 1, 2, 3, and 4 relate to ratifying the filing and effectiveness of amendments to our certificate of incorporation that increased the number of shares of common stock we are authorized to issue. The vote
FOR
these ratification proposals will:
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NOT
dilute your ownership in Galena;
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NOT
change the current total number of shares of our common stock that is outstanding;
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NOT
change the current number of shares of common stock that we are currently authorized to issue; and
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NOT
change the number of shares of common stock that you currently own.
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The
ratifications will merely confirm matters that were previously approved by our stockholders and are currently in effect.
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Proposal 5 ratifies the previously approved reverse stock split that became effective on November 11, 2016.
This is NOT a request for approval of a new reverse stock split
. A vote
FOR
this proposal
will not change the number of shares you own and is simply a confirmation of the previously approved reverse stock split.
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Your vote is
very important.
If you are a stockholder whose shares are held at a brokerage firm, it is imperative that you instruct your broker to vote your shares as unvoted shares may prevent the approval of the proposals contained in the Proxy Statement.
Investors and stockholders of Galena are urged to read the Proxy Statement because it contains important information about the proposals discussed
above.
The Proxy Statement was filed with the SEC on June 9, 2017 and mailed to stockholders on or about June 12, 2017. The Proxy Statement can be found on the SEC Filings section of our website: www.galenabiopharma.com, at
www.sec.gov, or by contacting Mackenzie Partners, Inc., whose contact information is set forth below.
Please vote via the internet (www.proxyvote.com)
or telephone (toll-free number on the voting card sent to you). You will need to have your voting instruction form in hand.
2000 Crow
Canyon Place, Suite 380, San Ramon, CA 94583
Phone: +1 (925)
498-7700
● Fax: +1 (925)
498-7799
Email: info@galenabiopharma.com ● www.galenabiopharma.com
Thank you for your cooperation, and we appreciate your support.
Sincerely,
/s/ Stephen F. Ghiglieri
Stephen F. Ghiglieri
Interim Chief Executive Officer and Chief
Financial Officer
If you have questions or need assistance in voting your shares, please contact:
105 Madison Avenue
New York, New York 10016
(212)
929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email:
proxy@mackenziepartners.com
2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583
Phone: +1 (925)
498-7700
● Fax: +1 (925)
498-7799
Email: info@galenabiopharma.com ● www.galenabiopharma.com
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