SUPPLEMENT DATED JULY 13, 2022
TO THE
PROXY STATEMENT DATED MAY 24, 2022
OF
ALLENA PHARMACEUTICALS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To our Stockholders:
A Special Meeting of Stockholders of Allena Pharmaceuticals, Inc.
(the “Special Meeting”) will be held on August 4, 2022, at
9:00 a.m., Eastern Time via live webcast, for the following
purposes:
1. To approve an amendment to our amended and restated certificate
of incorporation, as amended (the “Charter”), in the form attached
to the Proxy Statement as Appendix A, to, at the discretion
of our Board of Directors (the “Board”), effect a reverse stock
split with respect to our issued and outstanding common stock, par
value $0.001 per share (“Common Stock”), including any Common Stock
held by the Company as treasury shares, at any time prior to
December 31, 2022, at a ratio of 1-for-10 to 1-for-100 (the “Range”), with
the ratio within such Range to be determined at the discretion of
the Board without further approval or authorization of our
stockholders (the “Reverse Stock Split”) and included in a public
announcement.
2. To ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2022.
3. To consider and vote upon an adjournment of the Special Meeting,
if necessary, to solicit additional proxies if there are not
sufficient votes in favor of Proposal No. 1.
These items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Special Meeting was originally scheduled for July 5, 2022
at which meeting stockholders of record on May 4, 2022 (the
“original record date”) were entitled to vote. On or about
May 24, 2022, we mailed a Notice Regarding Internet
Availability of Proxy Materials to all stockholders of record and
stockholders who held shares in street name as of the original
record date notifying them that, among other things, they can
access our proxy materials and request to receive a printed set of
proxy materials at www.proxydocs.com/ALNA. On July 5, 2022, we
adjourned and announced our intention to reschedule the Special
Meeting.
The Special Meeting will now be held on August 4, 2022 with
a new record date of July 12, 2022 (the “new record
date”).
Only stockholders of record holding shares of our Common Stock or
Series F Non-Convertible
Preferred Stock as of the close of business on the new record date
are entitled to notice of, and to vote at, the Special Meeting or
any adjournments thereof.
On or about July 13, 2022, we will begin mailing a copy of
this Notice, the Proxy Statement and the Supplement to stockholders
of record and stockholders who hold shares in street name through a
bank, broker or other institution, in each case as of the new
record date. All stockholders of record and stockholders who hold
shares in street name through a bank, broker or other institution,
in each case as of the new record date, can also access our proxy
materials and request to receive a printed set of proxy materials
at www.proxydocs.com/ALNA.