Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
13 February 2024 - 7:44AM
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 Pursuant to § 240.14a-12
Bellerophon Therapeutics, 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):
x No fee
required.
¨
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
| 1UPX
Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.
03WCDB
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
2024 Special Meeting Proxy Card
A Proposals — The Board of Directors recommends a vote FOR Proposals 1 and 2.
1. The approval of the liquidation and dissolution of
Bellerophon Therapeutics, Inc. (the “Company”) and the
Plan of Liquidation and Dissolution (the “Plan of Dissolution”),
which, if approved, will authorize the Company’s Board of
Directors to liquidate and dissolve the Company in accordance
with the Plan of Dissolution (the “Dissolution Proposal”); and
2. The approval of an adjournment of the Special Meeting, if
necessary, to solicit additional proxies if there are not
sufficient votes at the time of the Special Meeting to approve
the Dissolution Proposal (the “Adjournment Proposal”).
For Against Abstain For Against Abstain
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If no electronic voting,
delete QR code and control #
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DESIGNATION (IF ANY)
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ENDORSEMENT_LINE______________ SACKPACK_____________
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You may vote online or by phone instead of mailing this card.
Online
Go to www.envisionreports.com/BLPH or
scan the QR code — login details are
located in the shaded bar below.
Save paper, time and money!
Sign up for electronic delivery at
www.envisionreports.com/BLPH
Phone
Call toll free 1-800-652-VOTE (8683) within
the USA, US territories and Canada
Votes submitted electronically must be received
by 1:00 A.M., Eastern Time, on March 1, 2024.
Your vote matters – here’s how to vote! |
| Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.envisionreports.com/BLPH
Notice of 2024 Special Meeting of Shareholders
Proxy Solicited by Board of Directors for Special Meeting — March 1, 2024
Naseem Amin and Fred Hanuschek, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned,
with all the powers which the undersigned would possess if personally present, at the Special Meeting of Shareholders of Bellerophon Therapeutics, Inc. to be held
on March 1, 2024 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR items 1 and 2.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)
Bellerophon Therapeutics, Inc.
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Change of Address — Please print your new address below. Comments — Please print your comments below.
C Non-Voting Items
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Important notice regarding the Internet availability of proxy materials for the Special Meeting of Shareholders.
The material is available at: www.envisionreports.com/BLPH
2024 Special Meeting Admission Ticket
2024 Special Meeting of
Bellerophon Therapeutics, Inc. Shareholders
Friday, March 1, 2024 at 11:00 AM Eastern Time
Offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
919 Third Avenue, New York, NY 10022
Upon arrival, please present this admission ticket and photo identification at the registration desk. |
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