[DEFA14A] VINCERX PHARMA INC Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Vincerx Pharma announced the adjournment of its Special Meeting of Stockholders to July 16, 2025, seeking additional time to secure votes for the company's Dissolution Proposal. The meeting, originally scheduled for June 18, 2025, is critical for stockholder interests.

Key aspects of the Dissolution Proposal include:

• Potential preservation of stockholder distributions by reducing ongoing public company operating costs
• Opportunity for U.S. stockholders to recognize potential tax benefits through capital loss
• Risk that further delays could reduce or eliminate available funds for stockholder distributions

Acting CEO Dr. Raquel Izumi emphasized the urgency of stockholder approval, noting that delays will increase expenditures and decrease potential distributions. The company has established multiple voting channels including phone (1-877-870-8565) and internet (www.proxyvote.com). The board unanimously recommends voting FOR the Dissolution Proposal to maximize potential stockholder value during the wind-down process.

Positive

• None.

Negative

• Company seeking stockholder approval for complete liquidation and dissolution, indicating business failure and end of operations
• Ongoing delays in dissolution approval are depleting remaining cash reserves through continued operating costs, potentially eliminating any stockholder distributions
• Management indicates significant uncertainty about whether any cash will be available for distribution to stockholders after dissolution
• Company may need to seek bankruptcy court protection, as mentioned in risk factors
• Special meeting had to be adjourned due to insufficient stockholder votes, suggesting potential complications in dissolution process

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

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[Press release issued June 18, 2025]

Vincerx Pharma, Inc. Announces Adjournment of Special Meeting - Will Reconvene

Meeting on July 16 , 2025 to Secure Votes Needed to Approve Dissolution Proposal

Failure to approve Dissolution Proposal will reduce or eliminate

any potential distributions to stockholders

San Mateo, California, June 18, 2025 – Vincerx Pharma, Inc. today announced that the Special Meeting of Stockholders to consider a proposal to approve the liquidation and dissolution of Vincerx (the “Dissolution Proposal”), which was originally scheduled for earlier today, has been adjourned until 10:00 a.m., Pacific time, on July 16, 2025 via live audio webcast at www.virtualshareholdermeeting.com/VINC2025SM2. The adjournment will allow Vincerx more time to solicit the votes needed to approve the Dissolution Proposal.

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 is hopeful that cash will be available for distribution to its stockholders. However, further delays in approving the Dissolution Proposal will result in continued public company and other operating costs and expenses - reducing or eliminating what funds could remain for distribution to stockholders. Approving the Dissolution Proposal will allow Vincerx to move forward expeditiously and maximize the likelihood of a distribution to its 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.

“We believe it is extremely important that our stockholders vote FOR the Dissolution Proposal,” said Dr. Raquel Izumi, Acting CEO. “We understand the disappointment that all of us who are stockholders and supported the company over the years feel, but approving the Dissolution Proposal at least gives stockholders the possibility of receiving some value for their shares. Delaying approval of the Dissolution Proposal will simply result in the company continuing to incur ongoing operating costs and expenses, which will only reduce or even eliminate the likelihood that there will be any amounts left for distribution to stockholders. We therefore urge all stockholders to vote FOR the Dissolution Proposal before the reconvened meeting on July 16, 2025.”

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 that amounts will be 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 potential availability of amounts 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 or amount of distributions, if any, to Vincerx’s stockholders; stockholder approval of the Dissolution Proposal and the timeliness of such approval; the risk that Vincerx may need to seek protection of the bankruptcy court; and the other factors discussed in Vincerx’s reports, including its Annual Report on Form 10-K for the year ended December 31, 2024, 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

Why is VINC holding a Special Meeting of Stockholders on July 16, 2025?

VINC is holding a Special Meeting on July 16, 2025 (adjourned from June 18) to secure stockholder votes for the Dissolution Proposal, which would approve the liquidation and dissolution of the company. The board unanimously recommends voting FOR the proposal to maximize potential distributions to stockholders and minimize ongoing operating costs.

What happens if VINC stockholders don't approve the Dissolution Proposal?

If stockholders don't approve the Dissolution Proposal, VINC will continue to incur public company and operating costs, which will reduce or potentially eliminate any funds that could be distributed to stockholders. The company warns that delays in approval will directly impact the likelihood of stockholder distributions.

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

U.S. stockholders of VINC 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. The timely approval of the Dissolution Proposal will facilitate this tax loss recognition.

How can VINC shareholders vote on the Dissolution Proposal?

VINC shareholders can vote in two ways: 1) By phone - calling Advantage Proxy toll-free at 1-877-870-8565 between 9:00 a.m. and 9:00 p.m. Eastern Time, Monday-Friday, or 2) Online - by visiting www.proxyvote.com and entering their control number or following their broker's instructions.

What risks did VINC disclose regarding the dissolution process?

VINC disclosed several risks including: uncertainty in the timing and amount of potential distributions to stockholders, the possibility of needing bankruptcy court protection, risks involved in dissolving and winding down business operations, and the requirement for timely stockholder approval of the Dissolution Proposal.