Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
July 25 2023 - 5:24PM
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 (Amendment No.   )
Filed by the Registrant x
Filed by a party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-l2 |
Zynerba Pharmaceuticals, 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 all boxes that apply):
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Zynerba Pharmaceuticals Announces New Date for
Reconvened Annual Meeting
Annual Meeting to Reconvene on August 11, 2023
at 9:00 a.m. EDT
DEVON, Pa., July 25, 2023 – Zynerba Pharmaceuticals,
Inc. (Nasdaq: ZYNE) (the “Company”), the leader in innovative pharmaceutically-produced transdermal cannabinoid therapies
for orphan neuropsychiatric disorders, today announced that the new date for the adjourned 2023 Annual Meeting of Stockholders (“Annual
Meeting”) is August 11, 2023 at 9:00 a.m. EDT in order to provide stockholders additional time to consider and vote on Proposal
2 to amend the Sixth Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the Company’s
outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-50, at any time prior to November 1, 2023,
the implementation and timing of which shall be subject to the discretion of the Board of Directors of the Company. The August 11, 2023
meeting date replaces the previously announced July 27, 2023 date for the reconvened meeting and will be a “virtual” meeting
of stockholders. The record date for the adjourned Annual Meeting continues to be April 17, 2023.
A stockholder may use one of the following simple
methods to vote:
Vote by Internet at www.voteproxy.com until 11:59
PM EDT on August 10, 2023 using the control number appearing on the proxy card.
Vote by telephone by calling the toll-free telephone
number 1-800-776-9437 until 11:59 PM EDT on August 10, 2023 using their control number appearing on the proxy card.
Vote by mail by marking, dating and signing the
proxy card, and returning it in the postage-paid envelope provided to American Stock Transfer & Trust Company, LLC.
Vote at the virtual Annual Meeting by joining
the meeting at https://web.lumiagm.com/236626312 (password: zyne2023) using the control number included on the proxy card.
Proxies previously submitted with respect to Proposal
2 will be voted at the reconvened Annual Meeting unless properly revoked; stockholders who have previously submitted their proxy or otherwise
voted with respect to Proposal 2 and who do not want to change their vote need not take any action.
Details of the reverse stock split are included
in the Company’s Proxy Statement for the Annual Meeting. The primary objective of implementing a reverse split is to satisfy the
minimum bid price requirement for continued listing on the Nasdaq Capital Market. The Company’s Board believes that effecting the
reverse split would increase the price of our common stock which would, among other things, help the Company to meet certain continued
listing requirements of the Nasdaq Capital Market, appeal to a broader range of investors to generate interest in the Company, and improve
perception of the Company’s common stock as an investment security.
If stockholders have any questions or need assistance
with processing their vote, please contact the Company’s proxy solicitor, MacKenzie Partners, Inc. (email: proxy@mackenziepartners.com,
or toll free: 1-800-322-2885).
About Zynerba Pharmaceuticals, Inc.
Zynerba Pharmaceuticals is the leader in innovative
pharmaceutically-produced transdermal cannabinoid therapies for orphan neuropsychiatric disorders. We are committed to improving the lives
of patients and their families living with severe, chronic health conditions including Fragile X syndrome and 22q11.2 deletion syndrome.
Learn more at www.zynerba.com and follow us on Twitter at @ZynerbaPharma.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,”
“believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,”
“expects,” “plans,” “intends,” “may,” “could,” “might,” “will,”
“should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements.
Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially
from the Company’s current expectations. These and other risks are described in the Company’s periodic reports, including
the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities
and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this press
release speak only as of the date of this press release. The Company assumes no obligation to update forward-looking statements whether
as a result of new information, future events or otherwise, after the date of this press release.
Zynerba Contacts
Peter Vozzo
ICR Westwicke
Office: 443.213.0505
Cell: 443.377.4767
Peter.Vozzo@Westwicke.com
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