Liquidia Corp
For the period ended Jun 16, 2026. Filed Apr 24, 2026.
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Jun 16, 2026 · Filed Apr 24, 2026
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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. )
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Dear Fellow Stockholders:
Last year, Liquidia was preparing for what we believed would be a defining moment: the commercial launch of YUTREPIA. That moment arrived, and the commercial success has been truly transcendent. In less than one year of commercial availability, YUTREPIA generated hundreds of millions in net product sales, was recognized as one of the top drug launches across all therapeutic categories in the past five years, and carried the company to profitability within just four months of launch. We ended the year with $190.7 million in cash and are continuing to generate positive cash flow. These are not the results of a company testing a thesis. These are the results of a thesis confirmed. The thesis, now proven, is that true innovation in inhaled delivery can meaningfully improve patient care and expand the treprostinil market, not only by shifting patients unable to tolerate existing options, but also by reaching new patients who were previously untreated.
The addressable markets are exceedingly attractive. The prostacyclin category across PAH and PH-ILD represents more than $4.5 billion in branded product sales today, with treprostinil formulations accounting for nearly $2.9 billion of that total. Inhaled treprostinil is increasingly driving growth in the category, especially in the more nascent market of PH-ILD, where only a minority of the 60,000 addressable patients have been treated to date.
YUTREPIA continues to rapidly capture a growing proportion of the inhaled treprostinil category. The uptake has been broad-based, with patient starts nearly equal between PAH and PH-ILD and coming from both prostacyclin-naïve patients and patients transitioning from inhaled and oral alternatives that underserved them. This provides clear early evidence of a market that values and is highly receptive to the differentiated product profile that YUTREPIA has quickly established.
The speed of adoption did not happen by chance. Our proprietary PRINT® technology, a precision particle engineering platform unlike anything else in the field, enabled us to develop a genuinely novel therapy: the first dry powder formulation of treprostinil to be specifically designed for directed delivery to the lower airway via a portable and easy-to-use low-resistance dry powder inhaler. This has allowed patients to tolerate YUTREPIA at meaningfully higher treprostinil doses than were historically achievable. Higher tolerated doses drive greater therapeutic exposure, and greater exposure drives better and more durable outcomes. That chain, from precision engineering to tolerability to dosing to efficacy, is the core of what makes YUTREPIA different, and it is why physicians have adopted it rapidly.
A successful launch is an achievement. A durable franchise built on improving patients’ lives is a commitment. That distinction defines the year ahead. We are investing the value generated by YUTREPIA directly into the future of the company. In 2026, we plan to initiate six new clinical studies designed to reinforce the value of YUTREPIA, advance L606 into its pivotal program, and explore new indications for the inhaled treprostinil family. These include transition studies from oral and other inhaled prostacyclin therapies, adjunctive combination studies including in combination with sotatercept, and expansion into disease areas such as systemic sclerosis—associated Raynaud’s phenomenon and IPF/PPF.
Early clinical evidence continues to reinforce what our registrational program established. Data from our ASCENT study in PH-ILD patients, presented at the Pulmonary Vascular Research Institute meeting, showed a median improvement of 41 meters in six-minute walk distance at 24 weeks, with no treatment-related serious adverse events and no patients discontinuing therapy due to cough. These results validate the principle at the heart of our platform: that precision-engineered deep-lung delivery enables patients to tolerate higher doses with fewer side effects, and that higher doses produce better outcomes.
Beyond YUTREPIA, L606, our investigational extended-release treprostinil administered twice daily via a rapid portable nebulizer, is advancing into its pivotal Phase 3 RE-SPIRE study across multiple territories. L606 is designed to deliver the therapeutic benefits of treprostinil with even greater tolerability and improved 24-hour coverage, extending our franchise into the next generation of inhaled prostacyclin therapy.
None of this would have been possible without the extraordinary commitment of the people who make up this company. Launching a novel therapy into a complex, high-touch market with the precision and speed that we have demonstrated is a reflection of the caliber and character of every person in this organization. As we scale for the opportunities ahead, we are investing in our team, adding more than a hundred new positions to match the pace of our growth. We will look for people who share the commitment that has defined Liquidia from the beginning: not simply to build a business, but to positively and measurably impact the lives of patients who have had too few options for too long.
We view everything that has been accomplished as the beginning, not the culmination. The work ahead, expanding the evidence, deepening our reach, and building toward a profitable and sustainable franchise, is where the true long-term value will be created. We are building a company that will be a leading and enduring presence in the treatment of pulmonary hypertension and related diseases, with the same rigor and purpose that defined the past year. I thank you for your support to date, and hope that you will support the measures in this year’s proxy statement so that we can continue to build Liquidia into the company we all aspire for it to be.
| | | | | Yours sincerely, | |
|---|---|---|---|---|---|
| | | | | /s/ Roger A. Jeffs, Ph.D. Roger A. Jeffs, Ph.D. Director and Chief Executive Officer | |
Dear Fellow Stockholders:
I am pleased to invite you to our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on Tuesday, June 16, 2026, at 4:30 p.m. Eastern Time. The annual meeting will be a virtual meeting conducted solely online via live webcast and can be attended by visiting meetnow.global/MNVUTUZ. If you plan to attend the meeting virtually on the Internet, you must register by following the instructions contained in the Voting Procedures section of this proxy statement. In connection with the Annual Meeting, you will be asked to consider and vote on certain stockholder proposals which are more fully described in the accompanying proxy statement. Whether or not you plan to virtually attend the Annual Meeting, we urge you to read the proxy statement (and any documents incorporated into the proxy statement by reference) and consider such information carefully before voting.
On the pages after this letter, you will find the notice of our 2026 Annual Meeting of Stockholders, which lists the matters to be considered at the meeting, and the proxy statement, which describes the matters listed in the notice.
Your vote at this meeting is important. Whether or not you plan to virtually attend the meeting, I hope you will vote as soon as possible. If you are a stockholder of record, you may vote over the Internet or by telephone. You will find voting instructions in the notice and proxy statement and on the proxy card. If your shares are held in “street name”—that is, held for your account by a broker or other nominee—you will receive instructions from the holder of record that you must follow for your shares to be voted.
On behalf of the Board of Directors, I thank you for your continued support of Liquidia Corporation.
| | | | | Yours sincerely, | |
|---|---|---|---|---|---|
| | | | | /s/ Stephen Bloch, M.D. Stephen Bloch, M.D. Chairperson | |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting (the “Annual Meeting”) of the holders of shares of common stock, each having a par value of $0.001 per share (“common stock”), of Liquidia Corporation (“Liquidia” or the “Company”), will be held at 4:30 p.m. Eastern Time on June 16, 2026 virtually at meetnow.global/MNVUTUZ, to consider and take action with respect to the following:
A proposal to elect three Class II directors to serve on the Company’s Board of Directors (the “Board”) for a term expiring at our 2029 annual meeting of stockholders and until their successors are duly elected and qualified, or until such director’s earlier resignation, removal or death (the “Class II Director Election Proposal”);
A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”);
A proposal to approve, by non-binding advisory vote, the compensation of our named executive officers (the “Advisory Vote on the Compensation of Our Named Executive Officers Proposal”); and
To transact such other business as may properly come before the Annual Meeting or any postponement or adjournments thereof.
The annual meeting will be a virtual meeting conducted solely online and can be attended by visiting meetnow.global/MNVUTUZ. If you plan to attend the meeting virtually on the Internet, you must register by following the instructions contained in the Voting Procedures section of this proxy statement.
Holders of common stock of record at the close of business on April 20, 2026 are entitled to notice of and to vote at the Annual Meeting or any postponements or adjournments thereof.
We have provided access to our proxy materials, including our Annual Report, to each stockholder of record in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about May 6, 2026, we anticipate mailing a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of April 20, 2026, and posted our proxy materials on the website referenced in the Notice (www.envisionreports.com/LQDA). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
By Order of the Board of Directors
/s/ Russell T. Schundler
Russell T. Schundler
Secretary
Morrisville, North Carolina
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTEND VIRTUALLY, PLEASE PROMPTLY VOTE YOUR PROXY BY ACCESSING THE INTERNET SITE AND FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND MARKING, DATING, SIGNING AND RETURNING THE PROXY CARD.
PROXY STATEMENT
Anticipated to be Mailed on or about May 6, 2026
Annual Meeting of Stockholders to be held at 4:30 p.m. Eastern Time on June 16, 2026
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Liquidia Corporation (the “Company”) to be used at the Annual Meeting of the holders of shares of common stock, par value $0.001 per share (“common stock”), of the Company, to be held at 4:30 p.m. Eastern Time on June 16, 2026 and at any postponements or adjournment thereof (the “Annual Meeting”). The annual meeting will be a virtual meeting conducted solely online and can be attended by visiting meetnow.global/MNVUTUZ. If you plan to attend the meeting virtually on the Internet, you must register by following the instructions contained in the Voting Procedures section of this proxy statement. The time and place of the Annual Meeting are stated in the Notice Regarding Internet Availability of Proxy Materials (the “Notice”) and the Notice of Annual Meeting of Stockholders that accompanies this proxy statement. In this proxy statement, we sometimes refer to Liquidia Corporation and its wholly owned subsidiaries, Liquidia Technologies, Inc., a Delaware corporation (“Liquidia Technologies”), and Liquidia PAH, LLC, a Delaware limited liability company (“Liquidia PAH”), collectively, as “Liquidia,” the “Company,” “we” or “us.”
The expense of soliciting proxy cards, including the costs of preparing, assembling and mailing the Notice Regarding Internet Availability of Proxy Materials and the Notice of Annual Meeting of Stockholders, proxy statement and proxy card, will be borne by us. Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each stockholder of record, we have decided to provide access to these materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about May 6, 2026, we anticipate mailing the Notice to all stockholders of record as of April 20, 2026 and posting our proxy materials on the website referenced in the Notice (www.envisionreports.com/LQDA). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTEND VIRTUALLY, PLEASE PROMPTLY VOTE YOUR PROXY BY TELEPHONE, BY ACCESSING THE INTERNET SITE AND FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY MARKING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.