Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
December 18 2023 - 9:43AM
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:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☒
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
Aridis
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 the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
Aridis
Pharmaceuticals, Inc.
Amendment
and Supplement to the Proxy Statement
For
the Annual Meeting of Stockholders
To
be Held on January 12, 2024 (postponed from December 15, 2023)
EXPLANATORY
NOTE
On
November 3, 2023, Aridis Pharmaceuticals, Inc. (the “Company”) filed its definitive proxy statement (the “Proxy Statement”)
for its annual meeting of stockholders to be held on December 15, 2023 (the “Annual Meeting”), which was postponed on December
15, 2023 to Friday, January 12, 2024, at 9:00 a.m. PT.
On
December 16, 2023, the board of directors of the Company approved changes to the Company’s amended and restated bylaws, pursuant
to which a quorum for a stockholder’s meeting will constitute one-third of the shares entitled to vote at a meeting of stockholders.
The
Company is voluntarily amending and supplementing the Proxy Statement with the information provided in this amendment and supplement
to the Proxy Statement (the “Amendment and Supplement”) to clarify the quorum requirements for the Annual Meeting.
Any
proxies submitted by stockholders before the date of this Amendment and Supplement will be voted as instructed on those proxies, unless
a stockholder changes his or her vote by submitting a later dated proxy. Stockholders should follow the instructions described in the
Proxy Statement regarding how to submit proxies or vote at the Annual Meeting.
THIS
AMENDMENT AND SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
This
supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Section references
in the below disclosures are to sections in the Proxy Statement, and defined terms used but not defined herein have the meanings set
forth in the Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the
Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Proxy Statement.
Amendments
and Supplemental Disclosure
Proxy
Statement
The
text under the heading “Questions and Answers about this Proxy Material and Voting—What Constitutes a Quorum?” is amended
and restated as follows (new text in bold and underline):
To
carry on business at the Annual Meeting, we must have a quorum. A quorum is present when one-third of the shares entitled to vote as
of the Record Date are represented in person or by proxy. Thus, 14,858,007 shares must be represented in person or by proxy to have a
quorum at the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on
your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will
be counted towards the quorum requirement. If there is not a quorum at the Annual Meeting, either the chairperson of the Annual Meeting
or our stockholders entitled to vote at the Annual Meeting may adjourn the Annual Meeting.
Aridis Pharmaceuticals (CE) (USOTC:ARDS)
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