SEC Form PRE 14A filed by PLUS THERAPEUTICS Inc.

☑

Filed by the Registrant

 ☐

☑

Preliminary Proxy Statement

 ☐

 ☐

 ☐

 ☐

☑

No fee required

 ☐

 ☐

•

Proposal 1: To grant discretionary authority to our Board to (i) amend our Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to combine outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”), into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-twenty five (1-for-25) to a maximum of a one-for-two hundred fifty (1-for-250), with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”);

•

Proposal 2: To authorize, for purposes of complying with The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5635(d), the issuance of Series A Warrants and Series B Warrants (collectively, the “Warrants”), shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on March 4, 2025 (the “Issuance Proposal”);

•

Proposal 3: To amend the Certificate of Incorporation to increase the authorized shares of Common Stock from 100,000,000 shares to 2,000,000,000 shares (the “Authorized Common Stock Increase Proposal”);

•

Proposal 4: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the extension of the term of the Company’s May 2024 Warrants (as defined elsewhere in this Proxy Statement) (the “Warrant Amendment Proposal”);

•

Proposal 5: To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Issuance Proposal, the Authorized Common Stock Increase Proposal and the Warrant Amendment Proposal, if there are not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Split Proposal, the Issuance Proposal, the Authorized Common Stock Increase Proposal or the Warrant Amendment Proposal (the “Adjournment Proposal”); and

•

To transact any other business that may properly come before the Special Meeting or any adjournment(s) or postponements of the Special Meeting.

•

Proposal 1 (Reverse Stock Split Proposal): “FOR” the Reverse Stock Split Proposal;

•

Proposal 2 (Issuance Proposal): “FOR” the Issuance Proposal;

•

Proposal 3 (Authorized Common Stock Increase Proposal): “FOR” the Authorized Common Stock Increase Proposal;

•

Proposal 4 (Warrant Amendment Proposal): “FOR” the Warrant Amendment Proposal; and

•

Proposal 5 (Adjournment Proposal): “FOR” the Adjournment Proposal.

•

Stockholder of record. If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), you are considered the stockholder of record of those shares and the Notice is being sent directly to you by us.

•

Beneficial owner of shares held in street name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the Notice is being forwarded to you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote your shares and are also invited to attend the Special Meeting.

•

Proposal 1 (Reverse Stock Split Proposal): The affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote on this proposal is required to approve the Reverse Stock Split Proposal. For purposes of the Reverse Stock Split Proposal, abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal.

•

Proposal 2 (Issuance Proposal): The affirmative vote of a majority of the Common Stock having voting power present, virtually or by proxy, is required to approve the Issuance Proposal. For purposes of the vote on the Issuance Proposal, abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no effect on the results of the vote.

•

Proposal 3 (Authorized Common Stock Increase Proposal): The affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote on this proposal is required to approve the Authorized Common Stock Increase Proposal. Abstentions and broker non-votes will have the effect of a vote “AGAINST” this proposal.

•

Proposal 4 (Warrant Amendment Proposal): The affirmative vote of a majority of the Common Stock having voting power present, virtually or by proxy, is required to approve the Warrant Amendment Proposal. For purposes of the vote on the Warrant Amendment Proposal, abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no effect on the results of this vote.

•

Proposal 5 (Adjournment Proposal): The affirmative vote of a majority of the Common Stock having voting power present, virtually or by proxy, is required to approve the Adjournment Proposal. For purposes of any vote on the Adjournment Proposal, abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no effect on the results of this vote.

•

Stockholders of record: If your shares are registered directly in your name with our transfer agent, Broadridge, as of the Record Date, you may submit your proxy by U.S. mail, Internet or telephone by following the instructions in the Notice. If you requested a paper copy of the proxy materials, you also may submit your completed proxy card by mail by following the instructions included with your proxy card. The due date for submitting your vote by Internet or telephone is 11:59 p.m. Eastern Time on [        ], 2025, which is the day before the virtual Special Meeting. The designated proxy holders named in the proxy card will vote according to your instructions. You may also attend the virtual Special Meeting and vote using the 15-digit control number included with these proxy materials to vote during the virtual Special Meeting.

•

Beneficial owner of shares held in street name: If you are a street name or beneficial stockholder because your shares are held in a brokerage account or by a bank or other nominee, your broker or nominee firm will provide you with the Notice. Follow the instructions on the Notice to access our proxy materials and vote by Internet or to request a paper or email copy of our proxy materials. If you receive these materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares.

•

our ability to maintain the listing of our Common Stock on the Nasdaq Capital Market;

•

the historical trading price and trading volume of our Common Stock;

•

the number of shares of our Common Stock outstanding;

•

the then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading market for our Common Stock;

•

the continued listing requirements of the Nasdaq Stock Market; and

•

prevailing general market and economic conditions.

•

to consent rendering inapplicable clause (i) of the definition of the Floor Price contained in Section 1.11 of the Series A Warrants and Section 1.10 of the Series B Warrants;

•

to consent effecting the adjustment in the exercise price and number of Series A Warrant Shares following a Dilutive Issuance pursuant to Section 3.2 of the Series A Warrants;

•

to consent effecting the alternative cashless exercise provision pursuant to Section 2.3 of the Series B Warrants;

•

to consent effecting the adjustment of the exercise price and number of (i) Series A Warrant Shares pursuant to Section 3.3 of the Series A Warrants, and (ii) Series B Warrant Shares pursuant to Section 3.2 of the Series B Warrants;

•

to consent to any adjustment to the exercise price or number of (i) Series A Warrant Shares in the event of a Share Combination Event pursuant to Section 3.9 of the Series A Warrants, and (ii) Series B Warrant Shares in the event of a Share Combination Event pursuant to Section 3.8 of the Series B Warrants;

•

to consent to any voluntary adjustment, from time to time, of the exercise price of any and all currently outstanding (i) Series A Warrants pursuant to Section 3.10 of the Series A Warrants, and (ii) Series B Warrants pursuant to Section 3.9 of the Series B Warrants; and

•

to consent to an increase in the number of authorized shares of Common Stock under the Company’s Certificate of Incorporation from 100,000,000 shares of Common Stock to at least 2,000,000,000 shares of Common Stock (Proposal 3).

•

1,152,707 shares of Common Stock issuable upon the exercise of outstanding stock options with a weighted-average exercise price of $3.94 per share; and

•

8,743 shares of Common Stock reserved for future issuance under the 2020 Plan.

*

Less than 1%.

(1)

Dr. Hedrick is the President, Chief Executive Officer and a director of the Company.

(2)

Mr. Sims is the Chief Financial Officer of the Company.

(3)

Mr. Clowes is a director of the Company.

(4)

Mr. Hawkins is the Chairman of the Board of the Company.

(5)

Mr. Petersen is a director of the Company.

(6)

Dr. Lenk is a director of the Company.

•

each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock;

•

each of our named executive officers;

•

each of our directors; and

•

all of our current directors and executive officers as a group.

*

Less than 1%.

(1)

Unless otherwise indicated, the address of each of the persons listed above is c/o Plus Therapeutics, Inc., 2710 Reed Rd, Suite 160, Houston, TX 77051.

(2)

Shares of Common Stock subject to stock options or warrants currently exercisable or exercisable within 60 days of March 4, 2025 are deemed to be outstanding for purposes of computing the percent ownership of the person holding such options or warrants and the percent ownership of any group of which the holder is a member but are not deemed outstanding for purposes of computing the percentage of any other person or group.

(3)

Reflects beneficial ownership of Common Stock as defined in Rule 13d-3 of the Exchange Act.

(4)

Reflects (i) AIGH Investment Partners, L.P. (“AIGH LP”) holdings of: (A) 437,265 shares of Common Stock, (B) 1,655,305 shares of Common Stock issuable upon the exercise of Prefunded Warrants, (C) 1,655,305 shares of Common Stock issuable upon the exercise of Series A Warrants, (D) 1,655,305 shares of Common Stock issuable upon the exercise of Series B Warrants, and (E) 1,103,537 shares of Common Stock issuable upon the exercise of May 2024 Warrants; (ii) WVP Emerging Manager Onshore Fund, LLC – AIGH Series (“Onshore – AIGH”) holdings of: (A) 570,216 shares of Common Stock issuable upon the exercise of Prefunded Warrants, (B) 570,216 shares of Common Stock issuable upon the exercise the Series A Warrants, (C) 570,216 shares of Common Stock issuable upon the exercise of Series B Warrants, and (D) 380,144 shares of Common Stock issuable upon the exercise of May 2024 Warrants; and (iii) AIGH Investment Partners, LLC (“AIGH LLC”) holdings of: (A) 123,460 shares of Common Stock, (B) 185,460 shares of Common Stock issuable upon the exercise of Prefunded Warrants, (C) 185,460 shares of Common Stock issuable upon the exercise of Series A Warrants, (D) 185,460 shares of Common Stock issuable upon the exercise of Series B Warrants, and (E) 123,640 shares of Common Stock issuable upon the exercise of May 2024 Warrants. Mr. Orin Hirschman (“Mr. Hirschman”) is the Managing Member of AIGH Capital Management, LLC (“AIGH CM”) and president of AIGH LLC. AIGH CM is an advisor or sub-advisor with respect to shares of the securities of the Company held by AIGH LP, Onshore – AIGH, and AIGH LLC. Mr. Hirschman has voting and investment control over the securities indirectly held by AIGH CM, directly held by AIGH LP and directly held by Mr. Hirschman and his family. The address of AIGH CM, AIGH LP, Onshore – AIGH and AIGH LLC is 6006 Berkeley Avenue, Baltimore, MD 21209. The shares of Common Stock issuable upon exercise of the Prefunded Warrants, Series A Warrants, Series B Warrants and May 2024 Warrants held by AIGH LP, Onshore – AIGH and AIGH LLC are each subject to a beneficial ownership limitation of 9.99% and accordingly, not all shares underlying such warrants are reflected in the table above as being beneficially owned.

(5)

Reflects (i) 885,454 shares of Common Stock, (ii) 3,660,000 shares of Common Stock issuable upon the exercise of Prefunded Warrants, (iii) 4,545,454 shares of Common Stock issuable upon the exercise of Series A Warrants, and (iv) 4,545,454 shares of Common Stock issuable upon the exercise of Series B Warrants. The address of S.H.N Financial Investments Ltd. (“SHN”) is Arik Einstein 3, Herzliya, Israel. The shares of Common Stock issuable upon exercise of the Prefunded Warrants, Series A Warrants and Series B Warrants held by SHN are each subject to a beneficial ownership limitation of 9.99% and accordingly, not all shares underlying such warrants are reflected in the table above as being beneficially owned.

(6)

Reflects: (i) Great Point Capital, LLC holdings of: (A) 885,454 shares of Common Stock, (B) 3,660,000 shares of Common Stock issuable upon the exercise of Prefunded Warrants, (C) 4,545,454 shares of Common Stock issuable upon the exercise of Series A Warrants, and (D) 4,545,454 shares of Common Stock issuable upon the exercise of Series B Warrants. Gabriel Mengin and Dan Dimiero, as principals of Great Point Capital, LLC, hold voting and dispositive power over the securities held by Great Point Capital, LLC. Great Point Capital, LLC is a broker-dealer. The principal business address of Great Point Capital, LLC is 200 West Jackson Blvd., Suite 1000, Chicago, IL 60606. The shares of Common Stock issuable upon exercise of the Prefunded Warrants, Series A Warrants and Series B Warrants held by Great Point Capital, LLC are each subject to a beneficial ownership limitation of 9.99% and accordingly, not all shares underlying such warrants are reflected in the table above as being beneficially owned.

(7)

Reflects (i) 20,425 shares of Common Stock; (ii) 12,255 shares of Common Stock issuable upon the exercise of Series A common stock purchase warrants to purchase shares of Common Stock issued in the May Offering (the “May 2024 Series A Warrants”); (iii) 12,255 shares of Common Stock issuable upon the exercise of May 2024 Warrants; and (iv) 118,746 shares of Common Stock underlying unvested options to purchase shares of Common Stock held by Dr. Hedrick that will vest within 60 days of March 4, 2025. Dr. Hedrick is the President, Chief Executive Officer and a director of Plus Therapeutics.

(8)

Reflects (i) 9,815 shares of Common Stock; (ii) 4,902 shares of Common Stock issuable upon the exercise of May 2024 Series A Warrants; (iii) 4,902 shares of Common Stock issuable upon the exercise of May 2024 Warrants; and (iv) 25,444 shares of Common Stock underlying unvested options to purchase shares of Common Stock held by Mr. Sims that will vest within 60 days of March 4, 2025. Mr. Sims is the Chief Financial Officer of Plus Therapeutics.

(9)

Reflects (i) 26,497 shares of Common Stock; (ii) 9,804 shares of Common Stock issuable upon the exercise of May 2024 Series A Warrants; (iii) 9,804 shares of Common Stock issuable upon the exercise of May 2024 Warrants; and (iv) 15,502 shares of Common Stock underlying unvested options to purchase shares of Common Stock held by Mr. Clowes that will vest within 60 days of March 4, 2025. Mr. Clowes is a director of Plus Therapeutics.

(10)

Reflects 15,502 shares of Common Stock underlying unvested options to purchase shares of Common Stock held by Dr. van Es-Johansson that will vest within 60 days of March 4, 2025. Dr. van Es-Johansson is a director of Plus Therapeutics.

(11)

Reflects (i) 11,188 shares of Common Stock; (ii) 4,902 shares of Common Stock issuable upon the exercise of May 2024 Series A Warrants; (iii) 4,902 shares of Common Stock issuable upon the exercise of May 2024 Warrants; and (iv) 18,174 shares of Common Stock underlying unvested options to purchase shares of Common Stock held by Mr. Hawkins that will vest within 60 days of March 4, 2025. Mr. Hawkins is the Chairman of the Board of Plus Therapeutics.

(12)

Reflects (i) 48,921 shares of Common Stock; (ii) 12,255 shares of Common Stock issuable upon the exercise of May 2024 Series A Warrants; (iii) 12,255 shares of Common Stock issuable upon the exercise of May 2024 Warrants; and (iv) 15,502 shares of Common Stock underlying unvested options to purchase shares of Common Stock held by Mr. Petersen that will vest within 60 days of March 4, 2025. Mr. Petersen is a director of Plus Therapeutics.

(13)

Reflects (i) 29,327 shares of Common Stock; (ii) 4,167 shares of Common Stock issuable upon the exercise of May 2024 Series A Warrants; (iii) 4,167 shares of Common Stock issuable upon the exercise of May 2024 Warrants; and (iv) 15,502 shares of Common Stock underlying unvested options to purchase shares of Common Stock held by Dr. Lenk that will vest within 60 days of March 4, 2025. Dr. Lenk is a director of Plus Therapeutics.