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DEF 14A Filing
Entero Therapeutics (ENTO) DEF 14ADefinitive proxy
Filed: 13 Nov 23, 4:20pm
| Dear Fellow Stockholder, | | | November 13, 2023 | |
| Date and Time | | | December 12, 2023 at 9:00 A.M., Eastern Time. | |
| Place | | | 777 Yamato Rd, Suite 502, Boca Raton, FL 33431. | |
| Items of Business | | | 1. Approval to amend our Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of our common stock, par value $0.0001 (the “Common Stock”), by 50,000,000 shares to 100,000,000 shares; | |
| | | | 2. Adoption and approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of our issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for ten (1:10) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the special meeting, with the exact ratio to be determined by the Board without further approval or authorization of our stockholders (the “Reverse Split”); | |
| | | | 3. Ratification of the Company’s entry into a securities purchase agreement on July 18, 2023, with certain purchasers and issuance thereto (the “July 2023 Offering”) of an aggregate of (i) 610,000 shares of Common Stock of the Company, (ii) pre-funded warrants to purchase up to an aggregate of 2,675,000 shares of Common Stock (the “Pre-Funded Warrants”), (iii) common warrants to purchase up to an aggregate of 6,570,000 shares of Common Stock (the “Common Warrants” and, together with the Pre Funded Warrants, the “Warrants”), and (iv) all shares underlying the Warrants (the “Ratification of the July 2023 Offering”); and | |
| | | | 4. Approval of the adjournment of the Special Meeting of the Stockholders (the “Special Meeting”) to the extent there are insufficient proxies at the Special Meeting to approve any one or more of the foregoing proposals. | |
| Adjournments and Postponements | | | Any action on the items of business described above may be considered at the Special Meeting at the time and on the date specified above or at any time and date to which the Special Meeting may be properly adjourned or postponed. | |
| Record Date | | | October 16, 2023 (the “Record Date”). Only stockholders of record holding shares of our Common Stock, as of the close of business on the Record Date are entitled to notice of and to vote at the Special Meeting. | |
| Meeting Admission | | | You are invited to attend the Special Meeting if you are a stockholder of record or a beneficial owner of shares of our Common Stock as of the Record Date. | |
| Availability of Proxy Materials | | | Our proxy materials are also available on the internet at: proxyvote.com. | |
| Voting | | | If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the proxy card. Whether or not you expect to attend, we urge you to submit your proxy to vote your shares as promptly as possible by following the instructions on your proxy card so that your shares may be represented and voted at the Special Meeting. Your vote is very important. | |
| | | | BY ORDER OF THE BOARD OF DIRECTORS, | |
| Boca Raton, Florida November 13, 2023 | | | /s/ James Sapirstein JAMES SAPIRSTEIN President, Chief Executive Officer and Chairman of the Board of Directors | |
| | | Current | | | 1:10 | | | 1:20 | | |||||||||
Common Stock Authorized(1) | | | | | 50,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Common Stock Issued and Outstanding | | | | | 13,499,979 | | | | | | 1,349,997 | | | | | | 674,998 | | |
Number of Shares of Common Stock Reserved for Issuance(2) | | | | | 19,039,204 | | | | | | 1,903,920 | | | | | | 951,960 | | |
Number of Shares of Common Stock Authorized but Unissued and Unreserved | | | | | 17,460,817 | | | | | | 1,746,082 | | | | | | 873,041 | | |
Price per share, based on the closing price of our Common Stock on the Record Date(3) | | | | $ | 0.35 | | | | | $ | 3.50 | | | | | $ | 7.00 | | |
Name and Address of Beneficial Owner | | | Shares of Common Stock Beneficially Owned | | | Percentage of Common Stock | | ||||||
Current Named Executive Officers and Directors: | | | | | | | | | | | | | |
James Sapirstein, President and Chief Executive Officer(1) | | | | | 23,840 | | | | | | *% | | |
Sarah Romano, Chief Financial Officer(2) | | | | | 10,681 | | | | | | * | | |
Edward J. Borkowski, Director(3) | | | | | 9,961 | | | | | | * | | |
Charles J. Casamento, Director(4) | | | | | 3,307 | | | | | | * | | |
Terry Coelho, Director(5) | | | | | 9,248 | | | | | | * | | |
Alastair Riddell, Director(6) | | | | | 9,391 | | | | | | * | | |
All Directors, Executive Officers and Former Named Executive Officers as a group (6 persons) | | | | | 66,428 | | | | | | * | | |