Additional Proxy Soliciting Materials (definitive) (defa14a)
August 15 2022 - 06:36AM
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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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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Fee computed on table below per Exchange Act
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Fee paid previously with preliminary
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Check box if any part
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Adamis Pharmaceuticals Announces Results of Annual Meeting of
Stockholders
Meeting adjourned only with respect to reverse stock split
proposal until September 8, 2022
SAN DIEGO, August 12,
2022-- Adamis
Pharmaceuticals Corporation (NASDAQ: ADMP) today
announced that its 2022 Annual Meeting of Stockholders (“Annual
Meeting”) was convened, as scheduled. At the Annual Meeting, all
items of business were considered, with the exception of Proposal
2, the proposal to adopt and approve a proposed amendment to the
company’s restated certificate of incorporation authorizing the
Board of Directors, in its discretion, to effect a reverse stock
split of Adamis’ outstanding shares of common stock at any time on
or before December 31, 2022, as further described in the Company’s
definitive proxy statement and any supplements thereto (the
“Reverse Stock Split Proposal”). Adamis expects to file the voting
results regarding the other proposals considered today at the
Annual Meeting on a Form 8-K with the Securities and Exchange
Commission no later than August 18, 2022.
At
the Annual Meeting, approximately 60% of the Company’s outstanding
common shares and 100% of the Company’s outstanding preferred
shares were represented in person or by proxy. Of the matters
presented for stockholder vote: all director nominees proposed for
election in the Company’s definitive proxy statement were elected,
stockholders voted against the proposed amendment to the Company’s
2020 Equity Incentive Plan, stockholders voted against approving
the compensation of our named executive officers, the selection of
BDO USA, LLP as the Company’s independent registered public
accounting firm was ratified, and the stockholders approved the
proposal to adjourn the Annual Meeting, if necessary, to solicit
additional proxies if there were insufficient votes at the time of
the Annual Meeting to adopt the Reverse Stock Split Proposal.
Based
on feedback from Adamis stockholders related to the Reverse Stock
Split Proposal, the independent members of the Adamis Board believe
it is in the best interests of its stockholders to extend the
opportunity for stockholders to vote on this important matter.
Therefore, the meeting was adjourned to allow additional time for
stockholders to submit proxies with respect to the Reverse Stock
Split Proposal. The Annual Meeting will be reconvened on Thursday,
September 8, 2022 at 10:00 a.m. Pacific Time (the sole matter of
business before the reconvened Annual Meeting will be the Reverse
Stock Split Proposal).
The
Adamis Board have determined, based on feedback from stockholders,
that it is necessary and appropriate to further clarify the Board’s
intentions with respect to the Reverse Stock Split Proposal, in
particular related to (i) the timing for determining whether to
implement a reverse stock split, and (ii) if the Board determines
to effect a reverse stock split, the criteria the Board anticipates
using to select a split ratio. The Board intends to directly
communicate a message to stockholders in the next few days to
provide additional clarification on both points. The Board
members believe that maintaining the Company’s continued listing on
the Nasdaq Stock Market is of fundamental importance, and
therefore, allowing additional time for stockholders to
meaningfully participate in the vote on a fully informed basis
better represents their interests.
Adamis will continue to solicit proxies from stockholders with
respect to the Reverse Stock Split Proposal, and electronic voting
platforms are expected to remain open. If you either did not vote,
or previously voted against the reverse split proposal, the Board
of Directors urges you to reconsider your vote. The Board
recommends that stockholders vote “FOR” the Reverse Stock Split
Proposal. Stockholders will be able to listen and participate in
the adjourned meeting as well as vote and submit questions during
the live webcast by visiting
www.virtualshareholdermeeting.com/ADMP2022. Stockholders will need
the control number found on their proxy card or in the instructions
that accompanied their proxy materials to participate in the
virtual meeting. Only stockholders of record on the record date of
July 6, 2022, are entitled to vote.
Adamis encourages any eligible stockholder that has not yet voted
their shares or provided voting instructions to their broker or
other record holders to do so promptly. Stockholders who need help
voting their shares may call Adamis’ proxy solicitor, Saratoga
Advisors, toll free at (888) 368-0379 or (212) 257-1311.
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 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. 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 website
at http://www.sec.gov.
Contacts
Adamis Investor Relations
Robert Uhl
Managing Director
ICR Westwicke
619.228.5886
robert.uhl@westwicke.com
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