Post by icemandios on Apr 14, 2018 2:20:46 GMT
PULMATRIX, INC.
99 Hayden Avenue
Suite 390
Lexington, Massachusetts 02421
(781) 357-2333
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held [●], 2018
The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Pulmatrix, Inc., a Delaware corporation, will be held on [●], 2018, at 12:00 p.m. Eastern Time, at our headquarters located at 99 Hayden Avenue, Suite 390, Lexington, Massachusetts 02421. We will consider and act on the following items of business at the Annual Meeting:
(1) Election of three directors to serve as Class I directors on our Board of Directors to serve until our 2021 Annual Meeting of Stockholders or until successors have been duly elected and qualified.
(2) A proposal to amend the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan to (i) increase the total number of shares of common stock authorized for issuance under such plan from 5,096,675 to 12,500,000 shares and (ii) modify such plan’s “evergreen” provision by removing the cap on the number of shares that may be reserved for issuance, so that on January 1st of each year, commencing on January 1, 2019, the number of shares reserved for issuance under such plan will automatically increase by 5% of the number of outstanding shares of common stock on such date.
(3) A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 shares.
(4) A proposal to authorize the Company’s board of directors, in its discretion but prior to the annual meeting of the Company’s stockholders in 2019, to amend the Amended and Restated Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-4 to 1-for-10, such ratio to be determined by the board of directors and included in a public announcement.
(5) A proposal to approve an amendment to our Amended and Restated Certificate of Incorporation to effect, if and only if Proposal 3 and Proposal 4 are both approved and implemented, a reduction in the total number of authorized shares of our common stock from 200,000,000 to 100,000,000.
(6) Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the 2018 fiscal year.
(7) Such other business as may arise and that may properly be conducted at the Annual Meet
www.sec.gov/Archives/edgar/data/1574235/000119312518117073/d518905dpre14a.htm
99 Hayden Avenue
Suite 390
Lexington, Massachusetts 02421
(781) 357-2333
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held [●], 2018
The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Pulmatrix, Inc., a Delaware corporation, will be held on [●], 2018, at 12:00 p.m. Eastern Time, at our headquarters located at 99 Hayden Avenue, Suite 390, Lexington, Massachusetts 02421. We will consider and act on the following items of business at the Annual Meeting:
(1) Election of three directors to serve as Class I directors on our Board of Directors to serve until our 2021 Annual Meeting of Stockholders or until successors have been duly elected and qualified.
(2) A proposal to amend the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan to (i) increase the total number of shares of common stock authorized for issuance under such plan from 5,096,675 to 12,500,000 shares and (ii) modify such plan’s “evergreen” provision by removing the cap on the number of shares that may be reserved for issuance, so that on January 1st of each year, commencing on January 1, 2019, the number of shares reserved for issuance under such plan will automatically increase by 5% of the number of outstanding shares of common stock on such date.
(3) A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 shares.
(4) A proposal to authorize the Company’s board of directors, in its discretion but prior to the annual meeting of the Company’s stockholders in 2019, to amend the Amended and Restated Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-4 to 1-for-10, such ratio to be determined by the board of directors and included in a public announcement.
(5) A proposal to approve an amendment to our Amended and Restated Certificate of Incorporation to effect, if and only if Proposal 3 and Proposal 4 are both approved and implemented, a reduction in the total number of authorized shares of our common stock from 200,000,000 to 100,000,000.
(6) Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the 2018 fiscal year.
(7) Such other business as may arise and that may properly be conducted at the Annual Meet
www.sec.gov/Archives/edgar/data/1574235/000119312518117073/d518905dpre14a.htm