Vincerx Pharma, Inc. Urges Stockholders to Vote FOR Approval of Dissolution Proposal and Announces Potential Range for Distributions to Stockholders

Rhea-AI Summary

Vincerx Pharma (OTC Pink: VINC) has announced critical updates regarding its Special Meeting of Stockholders scheduled for July 16, 2025, focusing on the company's dissolution proposal. The company estimates potential distributions of $0.04 to $0.08 per share to stockholders following the approval of the dissolution plan.

The board unanimously recommends stockholders vote FOR the Dissolution Proposal, emphasizing that delays will result in continued operating costs and could reduce or eliminate funds available for distribution. U.S. stockholders may be eligible for capital loss tax benefits if they receive less than their tax basis in shares.

The Special Meeting will be held virtually at 10:00 a.m. Pacific time, with stockholders able to vote by phone through Advantage Proxy (1-877-870-8565) or online at www.proxyvote.com.

Positive

• Potential distribution of $0.04 to $0.08 per share to stockholders upon dissolution approval
• Possible tax benefits for U.S. stockholders through capital loss recognition
• Board's unanimous recommendation provides clear direction for shareholders

Negative

• Continued delays in approval will reduce or eliminate funds available for distribution
• Company faces complete dissolution and delisting
• Risk of requiring bankruptcy court protection if dissolution is not approved
• Operating costs continue to deplete available funds while awaiting approval

Potential Distribution Range of $0.04 to $0.08 per share of outstanding stock based on current estimates and assumptions, including timely approval of Distribution Proposal

Failure to approve Dissolution Proposal will reduce or eliminate any potential distributions to stockholders  

SAN MATEO, Calif., July 07, 2025 (GLOBE NEWSWIRE) -- Vincerx Pharma, Inc. (OTC Pink: VINC) today announced updated information regarding the Special Meeting of Stockholders of the Company (the “Special Meeting”) to consider the proposal to approve the dissolution and liquidation of the Company pursuant to the Plan of Liquidation and Dissolution (the “Dissolution Proposal”). The Special Meeting was adjourned to 10:00 a.m., Pacific time, on July 16, 2025 and will be held via live audio webcast at www.virtualshareholdermeeting.com/VINC2025SM2.  

Vincerx currently estimates a range of between $0.04 to $0.08 per share of its outstanding common stock that could potentially be available for distribution following approval of the Dissolution Proposal to stockholders of record as of the record date for any such distribution. This range is subject to change and is based on Vincerx’s current estimates and assumption, including timely approval of the Dissolution Proposal. Delays in approving the Dissolution Proposal will result in continued operating costs and expenses and reduce or eliminate any funds available for distribution to stockholders.  

Vincerx is urging ALL stockholders to vote IMMEDIATELY FOR the Dissolution Proposal.

Vincerx’s board of directors unanimously recommends that stockholders vote FOR the Dissolution Proposal and believes that approval of the Dissolution Proposal is extremely important to stockholders for a number of reasons, including the following:

• Preserve Possibility of Distributions. Vincerx currently estimates a range of between $0.04 to $0.08 per share of its outstanding common stock that could potentially be available for distribution. However, further delays in approving the Dissolution Proposal will result in continued operating costs and expenses - reducing or eliminating funds available for distribution to stockholders. Approving the Dissolution Proposal will allow Vincerx to move forward expeditiously and maximize the likelihood and amount of distributions to stockholders.
• Recognize Potential Tax Benefits. U.S. stockholders who receive less than their tax basis in their shares could be eligible to recognize a capital loss for U.S. federal income tax purposes. Timely approval of the Dissolution Proposal will facilitate this recognition.

Every vote matters. Stockholders must ACTIVELY VOTE for their vote to count. Any delay in approving the Dissolution Proposal will result in increased expenditures and reduce the likelihood and amounts available for distribution to stockholders.

Voting is quick and simple:

• BY PHONE: Please call Advantage Proxy, Vincerx’s proxy solicitor, toll-free at 1-877-870-8565 between the hours of 9:00 a.m. and 9:00 p.m., Eastern Time, Monday through Friday. You can also contact Advantage Proxy if you have any questions about voting.
• BY INTERNET:  Vote by going to www.proxyvote.com and entering the control number on your proxy card or by following the instructions provided by your broker, bank, or other nominee.

Your vote FOR the Dissolution Proposal is very important - please VOTE TODAY.

Additional Information

Information regarding the Dissolution Proposal, including the board of director’s reasons for recommending approval of the Dissolution Proposal, is set forth in the company’s proxy statement and supplements thereto, which have been filed with the Securities and Exchange Commission (“SEC”) and are available at the SEC’s website at www.sec.gov.

Forward-Looking Information

This press release contains forward-looking statements within the meaning of the federal securities laws including, but not limited to, statements about the reasons for approving, and the consequences of failing to approve, the Dissolution Proposal; the amounts potentially available for distribution to stockholders; and the potential tax benefits to stockholders of approving the Dissolution Proposal. Forward-looking statements involve risks and uncertainties that may cause actual results or performance to differ materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, risks involved in dissolving, liquidating, and winding down Vincerx’s business and affairs; the timing and amount of distributions, if any, to Vincerx’s stockholders, and the accuracy of, and changes to, the assumptions used in estimating such amounts; Vincerx’s operating costs and expenses, including any unexpected costs, expenses, or claims; the ability to obtain stockholder approval of the Dissolution Proposal and the timeliness of such approval; the risk that Vincerx may need to seek alternatives to the Dissolution, including seeking protection of the bankruptcy court; and the other factors discussed in Vincerx’s SEC reports, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to Vincerx as of the date of this press release. Vincerx undertakes no duty or obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contact Information:

info@vincerx.com

FAQ

What is the estimated distribution range for VINC stockholders after dissolution?

Vincerx estimates a potential distribution range of $0.04 to $0.08 per share of outstanding common stock, subject to timely approval of the Dissolution Proposal.

When is Vincerx Pharma's Special Meeting of Stockholders scheduled for 2025?

The Special Meeting is scheduled for July 16, 2025, at 10:00 a.m. Pacific time, to be held via live audio webcast.

What happens if VINC stockholders don't approve the dissolution proposal?

Failure to approve the dissolution proposal will result in continued operating costs and expenses, potentially reducing or eliminating any funds available for distribution to stockholders.

How can VINC stockholders vote on the dissolution proposal?

Stockholders can vote either by calling Advantage Proxy toll-free at 1-877-870-8565 or online at www.proxyvote.com using their control number.

What are the potential tax implications for VINC stockholders from the dissolution?

U.S. stockholders who receive less than their tax basis in shares may be eligible to recognize a capital loss for U.S. federal income tax purposes.