Eliem Therapeutics Files Proxy Statement Supplement

TL;DR

Eliem Tx (ELI) filed proxy docs for their June shareholder meeting. No fee.

AI Summary

Eliem Therapeutics, Inc. filed a Definitive Additional Materials filing (DEFA14A) on June 14, 2024, related to its 2024 Annual Meeting of Stockholders. This filing supplements the definitive proxy statement and concerns matters to be discussed at the meeting scheduled for June. No fee was required for this filing.

Why It Matters

This filing provides additional information to shareholders before the annual meeting, ensuring they have all necessary details to make informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing supplementing previous materials for an upcoming shareholder meeting, with no immediate financial or operational changes indicated.

Key Players & Entities

• Eliem Therapeutics, Inc. (company) — Registrant
• 2024 Annual Meeting of Stockholders (event) — Subject of the proxy statement
• June 14, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $120.0 m — ely support aggregate gross proceeds of $120.0 million, and that investors had agreed th
• $130.0 million — ld be determined based on an indicative $130.0 million valuation for the combined company, whi
• $16 — 9E 2040E 2041E Total Revenues(1) $16 $32 $75 $121 $168 $218 $270
• $32 — 040E 2041E Total Revenues(1) $16 $32 $75 $121 $168 $218 $270 $30
• $75 — 2041E Total Revenues(1) $16 $32 $75 $121 $168 $218 $270 $305 $3
• $121 — Total Revenues(1) $16 $32 $75 $121 $168 $218 $270 $305 $341 $3
• $168 — l Revenues(1) $16 $32 $75 $121 $168 $218 $270 $305 $341 $351 $3
• $218 — ues(1) $16 $32 $75 $121 $168 $218 $270 $305 $341 $351 $361 $3
• $270 — $16 $32 $75 $121 $168 $218 $270 $305 $341 $351 $361 $371 Le
• $305 — $32 $75 $121 $168 $218 $270 $305 $341 $351 $361 $371 Less: Cos
• $341 — 75 $121 $168 $218 $270 $305 $341 $351 $361 $371 Less: Cost of Go
• $351 — 21 $168 $218 $270 $305 $341 $351 $361 $371 Less: Cost of Goods Sol
• $361 — 68 $218 $270 $305 $341 $351 $361 $371 Less: Cost of Goods Sold ($2
• $371 — 18 $270 $305 $341 $351 $361 $371 Less: Cost of Goods Sold ($2 ) (
• $2 — 61 $371 Less: Cost of Goods Sold ($2 ) ($3 ) ($7 ) ($11 ) ($16

Filing Documents

• d846223ddefa14a.htm (DEFA14A) — 113KB
• 0001193125-24-161704.txt ( ) — 114KB

From the Filing

DEFA14A 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 ELIEM THERAPEUTICS, 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 all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ELIEM THERAPEUTICS, INC. SUPPLEMENT TO DEFINITIVE PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 26, 2024 June 14, 2024 As previously disclosed, on April 10, 2024, Eliem Therapeutics, Inc. (Eliem) entered into an Agreement and Plan of Merger and Reorganization (the Acquisition Agreement), by and among Eliem, Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Eliem (Transitory Subsidiary), Tenet Medicines, Inc., a Delaware corporation (Tenet), and, solely in his capacity as company equityholder representative, Stephen Thomas, providing for the acquisition of Tenet by Eliem through the merger of Transitory Subsidiary into Tenet, with Tenet surviving as a wholly owned subsidiary of Eliem (the Acquisition). On May 17, 2024, Eliem filed a preliminary proxy statement on Schedule 14A (the Preliminary Proxy Statement) with the Securities and Exchange Commission (the SEC) and subsequently filed a definitive proxy statement on Schedule 14A with the SEC on June 4, 2024, which was supplemented by a supplement filed with the SEC on June 12, 2024 (as so supplemented, the Definitive Proxy Statement), with respect to the annual meeting of Eliem stockholders scheduled to be held on June 26, 2024 (the Meeting) in order to, among other things, obtain the stockholder approvals necessary to approve, for purposes of Nasdaq Listing Rule 5635 and the satisfaction of the related condition contained in the Acquisition Agreement, the issuance of shares of Eliem common stock pursuant to the terms of the Acquisition Agreement and a securities purchase agreement. Terms used in this supplement relating to the Definitive Proxy Statement (this Supplement) but not otherwise defined herein, shall have the meanings ascribed to such terms in the Definitive Proxy Statement. Following the announcement of the Acquisition Agreement and as of the date of this Supplement, four purported stockholders of Eliem have sent demand letters and two lawsuits have been filed by purported stockholders of Eliem, captioned Carrol v. Eliem Therapeutics, Inc., et al . (case number pending) (N.Y. Sup. Ct.) and Jenkins v. Eliem Therapeutics, Inc., et al. (case number pending) (N.Y. Sup. Ct.), generally alleging that the Preliminary Proxy Statement and/or Definitive Proxy Statement omitted certain purportedly material information regarding the Acquisition. The demand letters and complaints seek corrective disclosure to the Proxy Statement. The complaints asserts a claim for breach of fiduciary duty against Eliem and its directors. Additional demands or complaints arising out of or relating to the Acquisition may be served and/or filed in the future. Eliem denies that it has breached any duties to Eliems stockholders and believes that no supplemental disclosure to the Definitive Proxy Statement is required under any applicable law, rule or regulation. However, solely to eliminate the burden, expense, risks and uncertainties inherent in any potential litigation and to avoid any possible disruption to the Acquisition, Eliem is providing the supplemental information set forth below in this Supplement, without admitting any liability or wrongdoing whatsoever. The supplemental information herein should be read in conjunction with the Definitive Proxy Statement, which we urge you to read in its entirety. Nothing in this Supplement shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth herein. To the contrary, Eliem specifically takes the position that no further disclosure of any kind was or is required to supplement the Definitive Proxy Statement under applicable laws. To the extent that the supplemental disclosures differ from, or update information contained in, the Definitive Proxy Statement, the supplemental disclosures shall supersede or supplement the information in the Definitive Proxy Statement. The supplemental disclosures are made only as of June 14, 2024, unless the information specifically indicates that another date applies.

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View this DEFA14A filing on SEC EDGAR