Additional Proxy Soliciting Materials (definitive) (defa14a)
July 29 2022 - 03:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY
STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. _)
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Filed by the Registrant
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| Filed by a Party other than the Registrant
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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 Pursuant to
§240.14a-12 |
ADAMIS PHARMACEUTICALS
CORPORATION
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
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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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Leading Independent Proxy Advisory Firm ISS Recommends Adamis
Pharmaceuticals’ Stockholders Vote FOR Critical Proposals at
Upcoming Annual Meeting
ISS Recommends Stockholders Support Key Proposals
Pertaining to a Reverse Stock Split and New Equity Incentive
Plan
The Deadline for Stockholders to Vote (or Change Their Vote)
is 11:59 p.m. August 11, 2022
SAN DIEGO, July 29, 2022
(GLOBE NEWSWIRE) – Adamis Pharmaceuticals
Corporation (Nasdaq:
ADMP) today announced that Institutional Shareholder
Services Inc. ("ISS"), a leading independent proxy advisory firm,
has recommended the Company’s stockholders vote FOR
Proposal #2 and Proposal #3 on the agenda at the upcoming Annual
Meeting of Stockholders (the “Annual Meeting”) on August 12, 2022.
As a reminder:
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Proposal #2 is a Proposal to
Authorize a Reverse Stock Split. Approval of this proposal
would grant the new Board of Directors (the “Board”) discretion to
determine whether to implement a Reverse Stock Split and determine
the appropriate timing and ratio. The primary reason for this
proposal is to ensure that the Company can meet Nasdaq’s minimum
$1.00 price requirement. In June, in response to the Company’s
commitment to take actions to cure a listing deficiency, Nasdaq
agreed to extend our period to regain compliance. Absent the
ability and discretion to implement a reverse stock split, there is
no assurance that our stock price will exceed the required Nasdaq
minimum, even if there are positive future developments. We believe
a delisting from the Nasdaq would undermine stockholders’ best
interests and be very detrimental to the Company’s future
prospects. WE URGE ALL STOCKHOLDERS TO VOTE FOR THIS
PROPOSAL! |
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Proposal #3 is a Proposed
Amendment to Our Equity Incentive Plan. The availability of
employee equity plans is necessary to attract, motivate and retain
top talent. The proposal would remove the $3.00 minimum share price
from our existing 2020 equity incentive plan, which has restricted
the Company’s ability to issue new equity incentives as part of
total compensation. This proposal does not propose any
amendments or modifications to the Company’s prior 2009 equity
incentive plan, which has terminated, or to any outstanding options
or other awards under that prior plan; it only proposes an
amendment to our current plan. In the current ultra-competitive job
market, the Company cannot compete for highly qualified personnel
without the ability to offer stock options or other equity
incentives. Management believes that stockholder support for this
proposal is necessary for the future success of the Company.
WE URGE ALL STOCKHOLDERS TO VOTE FOR THIS
PROPOSAL! |
David J. Marguglio, Chief Executive Officer and Director,
commented:
“We are pleased that ISS, a leading independent proxy advisory
firm, has recommended stockholders vote for these two critical
proposals at our upcoming annual meeting. Our refreshed Board and
rebuilt management team believe that stockholders need to support
these critical proposals at the Annual Meeting in order to give the
Company a chance to survive and ultimately pursue long-term value
creation. We fully appreciate stockholders’ concerns about future
dilution, and are committed to acting judiciously to preserve
value. It is not our intention to effect a reverse split
immediately after the Annual Meeting even if the reverse split
proposal is approved; instead, we intend to evaluate the share
price relative to and in light of potential future developments or
events and to only take actions that we believe are in
stockholders’ best interests.”
The deadline for stockholders to vote (or change their vote) is
11:59 p.m. PT on August 11, 2022.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation is a
specialty biopharmaceutical company primarily focused on developing
and commercializing products in various therapeutic areas,
including allergy, opioid overdose, respiratory and inflammatory
disease. The
Company’s SYMJEPI® (epinephrine)
Injection products are approved by the FDA for use in the emergency
treatment of acute allergic reactions, including anaphylaxis. The
Company’s ZIMHI™ (naloxone) Injection
product is approved for the treatment of opioid overdose. Tempol is
in development for the treatment of patients with COVID-19 and a
Phase 2/3 clinical trial is underway. For additional information
about Adamis Pharmaceuticals, please visit
our website and follow us
on Twitter and LinkedIn.
Forward Looking Statements
This
press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include those that express plans,
anticipation, intent, contingencies, goals, targets or future
development and/or otherwise are not statements of historical fact.
These statements relate to future events or future results of
operations, including, but not limited to statements concerning the
Company’s future operations and activities. These statements are
only predictions and involve known and unknown risks,
uncertainties, and other factors, which may cause Adamis’ actual
results to be materially different from the results anticipated by
such forward-looking statements. In addition, forward-looking
statements concerning our anticipated future activities assume that
we have sufficient funding to support such activities and continue
our operations and planned activities. We cannot assess the impact
of each factor on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
You should not place undue reliance on any forward-looking
statements. Further, any forward-looking statement speaks only as
of the date on which it is made, and except as may be required by
applicable law, we undertake no obligation to update or release
publicly the results of any revisions to these forward-looking
statements or to reflect events or circumstances arising after the
date of this press release. Certain of these risks and additional
risks, uncertainties, and other factors are described in greater
detail in Adamis’ filings from time to time with
the SEC, including its
annual report on Form 10-K for the year ended December
31, 2021, and subsequent
filings with the SEC, which Adamis
strongly urges you to read and consider, all of which are available
free of charge on the SEC's web site
at http://www.sec.gov.
Additional
Information and Where to Find It
In
connection with the Company’s 2022 annual meeting of stockholders
described above (the “Annual Meeting”), the Company filed a
definitive proxy statement (the “Proxy Statement”) with the
Securities and Exchange Commission (the “Commission”) on July 7,
2022. This press release does not contain all the information that
should be considered concerning the matters to be considered at the
Annual Meeting, including the reverse stock split proposal, and is
not intended to form the basis of any investment decision or any
other decision in respect of such matters. The Company’s
stockholders and other interested persons are advised to read the
Proxy Statement and other documents filed in connection with the
Annual Meeting, as these materials contain important information
about the Company and the proposals to be considered at the Annual
Meeting. The Company’s stockholders may also obtain copies of the
Proxy Statement and other documents filed with the Commission,
without charge, at the Commission’s website
at www.sec.gov, or by directing a request to the
Company’s corporate secretary c/o Adamis Pharmaceuticals
Corporation, 11682 El Camino Real, Suite 300, San Diego, CA
92130.
Participants in
Solicitation
The
Company and its directors and executive officers may be deemed
participants in the solicitation of proxies from the Company’s
stockholders with respect to the proposals to be considered at the
Annual Meeting. A list of the names of those directors and
executive officers and a description of their interests in the
Company is contained in the Company’s definitive Proxy Statement
for the Annual Meeting, which was filed with
the Commission and is available free of charge at
the Commission’s web site at www.sec.gov, as well
as any proxy supplement or amendments thereto. To the extent such
holdings of the Company’s securities may have changed since that
time, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the Commission, to
the extent required by applicable laws.
Contacts
If you have any questions or need assistance voting your shares,
please call:
Saratoga Proxy Consulting LLC
212.257.1311
888.368.0379
Adamis Pharmaceuticals (NASDAQ:ADMP)
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