Schedule 14A




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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  ☒

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

CEMPRA, 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

Common stock of Melinta Therapeutics, Inc., par value $0.001(“Melinta common stock”)

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

499,537,711 shares

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

The maximum aggregate value of the transaction was determined based upon the aggregate value of the securities of Melinta Therapeutics, Inc. (“Melinta”) to be acquired by Cempra, Inc. (“Cempra”) pursuant to the Agreement and Plan of Merger and Reorganization, dated as of August 8, 2017, as amended, among Cempra, Castle Acquisition Corp., and Melinta, which value was determined by multiplying one-third of the par value of Melinta common stock, $0.001, by 499,537,711 shares of Melinta common stock outstanding on a fully-diluted as-converted to common stock basis. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the amount calculated in the preceding sentence by .0001159.

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

$166,512.57

 

 

(5)

 

Total fee paid:

 

$19.30

 

 



 

Fee paid previously with preliminary materials.

 

 



 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

     

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

     

 

 

(3)

 

Filing Party:

 

 

 

 

(4)

 

Date Filed:

 

     

 

 

 
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Index to Financial Statements

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

 



To the Stockholders of Cempra, Inc.:

You are cordially invited to attend the 2017 annual meeting of the stockholders, or the 2017 Annual Meeting, of Cempra, Inc., a Delaware corporation, which we refer to as Cempra, which will be held at [●] [a.m.], local time, on [●],[●], at [●] located at [●], unless postponed or adjourned to a later date. This is an important meeting that affects your investment in Cempra.

As previously announced, on August 8, 2017, Cempra and Melinta Therapeutics, Inc., or Melinta, entered into an agreement and plan of merger and reorganization, which we refer to, as amended on September 6, 2017 and as may be further amended from time to time, as the merger agreement, pursuant to which a wholly owned subsidiary of Cempra will merge with and into Melinta with Melinta surviving as a wholly owned subsidiary of Cempra. Immediately following the effective time of the merger, Melinta stockholders are expected to own, on a fully-diluted basis as calculated under the treasury stock method, approximately 51.9%, and Cempra’s current stockholders are expected to own approximately 48.1%, of Cempra’s common stock, par value $0.001 per share, or Cempra common stock.

At the effective time of the merger, Cempra will be renamed “Melinta Therapeutics, Inc.” and expects to trade under the symbol “MLNT” on the NASDAQ Global Market. At the effective time of the merger, directors and executive officers, including directors and executive officers designated by Melinta, will be appointed to Cempra’s board of directors and management, respectively.

At the 2017 Annual Meeting, Cempra will ask its stockholders to consider and vote upon the following proposals:

1. To approve the issuance of Cempra common stock pursuant to the merger agreement.

2. To approve three separate proposals to amend Cempra’s certificate of incorporation to:

a. increase the number of authorized shares of Cempra common stock from 80,000,000 to 250,000,000, the approval of which is necessary to enable Cempra to issue the required number of shares of Cempra common stock to Melinta stockholders in connection with the merger;

b. change the name of Cempra to “Melinta Therapeutics, Inc.”; and

c. elect for Cempra not to be governed by or subject to Section 203 of the Delaware General Corporation Law, or the DGCL (as described further on page 136 of this proxy statement).

3. To approve amendments to Cempra’s certificate of incorporation to effect a reverse stock split of Cempra common stock, referred to as the reverse stock split.

4. To elect three Class III directors for a three-year term expiring in 2020; provided, however, that, if the merger is completed, the board of directors of Cempra will be reconstituted as set forth in the merger agreement.

5. To approve on a non-binding advisory basis Cempra’s 2016 executive compensation.

6. To ratify the appointment of PricewaterhouseCoopers LLP as Cempra’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

 
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7. To consider and vote on a proposal to adjourn the 2017 Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies, in the event that there are not sufficient votes at the time of the 2017 Annual Meeting to approve items 1, 2a, 2b, 2c or 3 above.

8. To transact such other business as may properly come before the 2017 Annual Meeting or any adjournment or postponement thereof.

Proposals 1 and 2a are conditioned upon each other, and the approval of each such proposal is a condition to the completion of the merger. Therefore, the completion of the merger cannot proceed without the approval of Proposals 1 and 2a.

If approved, upon the effectiveness of the amendments to Cempra’s certificate of incorporation effecting the reverse stock split, the outstanding shares of Cempra common stock will be reclassified and combined into a lesser number of shares to be determined by Cempra’s board of directors prior to the effective time of such amendments and public announcement by Cempra. If the reverse stock split (Proposal 3) is enacted, Cempra’s board of directors may choose, in its discretion, not to implement Proposal 2a.

After careful consideration, Cempra’s board of directors has approved the merger agreement and the proposals referred to above and has determined that they are advisable, fair and in the best interests of Cempra stockholders. Detailed descriptions of the strategic and financial analysis supporting this determination are contained in this proxy statement. Accordingly, Cempra’s board of directors unanimously recommends that stockholders vote “FOR” the issuance of Cempra common stock pursuant to the merger agreement, “FOR” the amendment to Cempra’s certificate of incorporation to increase the number of authorized shares of Cempra common stock from 80,000,000 to 250,000,000, “FOR” the amendment to Cempra’s certificate of incorporation to change the name of Cempra to “Melinta Therapeutics, Inc.,” “FOR” the amendment to Cempra’s certificate of incorporation to elect for Cempra not to be governed by or subject to Section 203 of the DGCL, “FOR” the amendments to Cempra’s certificate of incorporation to effect the reverse stock split and related matters, “FOR” the election of the three Class III nominees for election to the board of directors of Cempra for a three-year term, “FOR” Cempra’s 2016 executive compensation, “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as Cempra’s independent registered public accounting firm for the fiscal year ending December 31, 2017, and “FOR” the adjournment of the 2017 Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the issuance of Cempra common stock pursuant to the merger agreement or the charter amendments at the time of the 2017 Annual Meeting.

More information about Cempra, Melinta, the proposed transactions and the proposals to be voted on at the 2017 Annual Meeting are contained in the accompanying proxy statement. Cempra urges you to read the proxy statement carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 39.

Your vote is important. Whether or not you expect to attend the 2017 Annual Meeting in person, please complete, date, sign and promptly return the accompanying proxy card in the enclosed postage paid envelope to ensure that your shares will be represented and voted at the 2017 Annual Meeting.

Cempra is excited about the opportunities the merger brings to its stockholders, and we thank you for your consideration and continued support.

Yours sincerely,

David S. Zaccardelli, Pharm.D.

Acting Chief Executive Officer

 
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger described in this proxy statement or the Cempra common stock to be issued in connection with the merger or determined if this proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement is dated [●], and is first being mailed to stockholders on or about [●].

 
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