(Amendment (Amendment No. )
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c/o Verdolino & Lowey, P.C.
124 Washington Street, Suite 101
Foxborough, Massachusetts 02035
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You may vote in person:If you attend the Special Meeting, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot. Ballots will be available at the meeting.
Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted. If a broker, bank or other nominee holds your shares, you must contact such broker, bank or nominee in order to find out how to change your vote.
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Although we cannot predict the timing or amount of any such distributions, to the extent funds are available for distribution to stockholders, the Board intends to seek to distribute such funds to our stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to our stockholders. See the section entitled “Proposal 1 — Approval of the Dissolution Pursuant to the Plan of Dissolution — Estimated Distributions to Stockholders” beginning on page 1012 of this proxy statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our stockholders in the Dissolution.
Are there any risks related to the Dissolution?
It is the current intent of the Board, assuming approval of the Dissolution, that any cash will first be used to pay our outstanding current liabilities and then will be retained to pay ongoing corporate and administrative costs and expenses associated with winding down the company, liabilities and potential liabilities relating to or arising out of any litigation matters and potential liabilities relating to our indemnification obligations, if any, to our service providers, or to our current and former officers and directors.
Our stockholders of record will not be able to buy or sell shares of our common stock after we close our stock transfer books on the Effective Time.
Our estimate of the anticipated initial distribution amounts is preliminary and many of the factors that are necessary to determine how much, if any, we will be able to distribute to our stockholders in liquidation are subject to change and outside of our control. While we intend to pursue matters related to our liquidation and winding up as quickly as possible if we obtain approval from our stockholders, the timing of many elements of this process after our Dissolution will not be entirely within our control and, therefore, we are unable to estimate when we would be able to begin making any post-Dissolution liquidating distributions to our stockholders. See the section entitled “Risk Factors — Risks Related to The Dissolution” beginning on page 78 of this proxy statement.
DELAWARE LAW APPLICABLE TO OUR DISSOLUTION
Payment and Distribution to Claimants and Stockholders
Notices.
Determinations by Delaware Court of Chancery
Application of These Procedures to Us
After filing the Certificate of Dissolution, the Board expects it will reduce the size of the Board at three or fewer Board seats to save costs.
Subsidiaries
Contingent Liabilities; Reserves
Interests of Certain Persons in the Dissolution
For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of common stock of the Company that for U.S. federal income tax purposes is:
If we effect the proposed Dissolution, we intend to provide U.S. holders and the IRS with statements indicating the amount of cash, and, as applicable, our best estimates of the fair market value of any other property, distributed to our U.S. holders (or transferred to the liquidating trust, as discussed below) at such time and in such manner as required by applicable Treasury Regulations.
Shares | of Shares | ||||||
Beneficially | Beneficially | ||||||
Name of Beneficial Owner | Owned | Owned | |||||
5% Stockholders | |||||||
None. | |||||||
Executive Officers and Directors | |||||||
Peter Fernandes (1) | 110,677 | * | |||||
Parag Shah (2) | 86,175 | * | |||||
Martin Dekker | 25,973 | * | |||||
Naseem Amin (3) | 315,676 | 2.6 | % | ||||
Scott Bruder (4) | 38,212 | * | |||||
Mary Ann Cloyd (5) | 37,757 | * | |||||
All executive officers and directors as a group (6 persons) | 655,727 | 5.2 | % |
Name of Beneficial Owner | | | Shares Beneficially Owned | | | of Shares Beneficially Owned | | ||||||
5% Stockholders | | | | | | | | | | | | | |
None. | | | | | | | | | | | | | |
Executive Officers and Directors | | | | | | | | | | | | | |
Peter Fernandes(1) | | | | | 110,677 | | | | | | * | | |
Parag Shah(2) | | | | | 86,175 | | | | | | * | | |
Martin Dekker | | | | | 25,973 | | | | | | * | | |
Naseem Amin(3) | | | | | 315,676 | | | | | | 2.6% | | |
Scott Bruder(4) | | | | | 38,212 | | | | | | * | | |
Mary Ann Cloyd(5) | | | | | 37,757 | | | | | | * | | |
All executive officers and directors as a group (6 persons) | | | | | 655,727 | | | | | | 5.2% | | |
Small steps make an impact. HelpOffices 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 environment by consenting to receive electronic delivery, sign up atregistration desk. Important notice regarding the Internet availability of proxy materials for the Special Meeting of Shareholders. The material is available at: www.envisionreports.com/BLPH IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Bellerophon Therapeutics, Inc. Notice of 2023 Special Meeting of Shareholders Proxy Solicited by Board of Directors for Special Meeting — December 11, 2023 Peter Fernandes 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 .Inc. to be held on December 11, , 2023 or at any postponement or adjournment thereof .thereof. Shares represented by this proxy will be voted by the shareholder .shareholder. If no such directions are indicated, the Proxies willwilt have authority to vote FOR items 1items1 and 2 . In2. ln their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting .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. qC Non-voting items Change of Address — Please print your new address below. Comments — Please print your comments below. Non - Voting Items C + + Important notice regardingSmall steps make an impact. Help the Internet availability of proxy materials for the Special Meeting of Shareholders. The material is available at:environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/BLPH 2023 Special Meeting Admission Ticket 2023 Special Meeting of Bellerophon Therapeutics, Inc. Shareholders Monday, December 11, 2023 11:00 A.M. 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.