CERENOME, INC.

DEF 14A 1 ny20044910x3_def14a.htm DEF 14A

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

CHECK THE APPROPRIATE BOX:

(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):

Notice of Special Meeting of Stockholders

and Proxy Statement

Virtual Special Meeting

Friday, May 2, 2025

9:00 a.m. Eastern Time

www.virtualshareholdermeeting.com/PSTV2025SM

For further information, please contact Plus Therapeutics’ Investor Relations at https://ir.plustherapeutics.com/.

2710 Reed Rd, Suite 160 Houston, TX 77051

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on May 2, 2025

MEETING LOCATION:

www.virtualshareholdermeeting.com/PSTV2025SM

Dear Plus Therapeutics, Inc. Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders of Plus Therapeutics, Inc. (the “Special Meeting”) on May 2, 2025, commencing at 9:00 a.m. Eastern Time. The Special Meeting will be a completely virtual meeting.

The items of business for the meeting, as more fully described in the attached proxy statement, are:

Proposal No. 1: To grant discretionary authority to our board of directors 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 twelve (12) months of the date the proposal is approved by stockholders;

Proposal No. 2: To authorize, for purposes of complying with Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”), the issuance of 28,042,138 Series A Warrants (as defined in the accompanying proxy statement) and 28,042,138 Series B Warrants (as defined in the accompanying proxy statement), the issuance of shares of Common Stock that as a result of certain adjustment provisions set forth in the applicable warrants and assumptions described in the accompanying proxy statement could become exercisable for up to 280,421,380 shares of Common Stock in the case of the Series A Warrants and up to 1,261,896,210 shares of Common Stock in the case of the Series B Warrants (in each case subject to the potential for further adjustments), and certain provisions of the Series A Warrants and Series B Warrants, issued in connection with an offering and sale of securities in a private placement of the Company that was consummated on March 4, 2025;

Proposal No. 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;

Proposal No. 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 in the accompanying proxy statement), issued in connection with the offering and sale of securities in a private placement of the Company that was consummated on May 9, 2024; and

Proposal No. 5: To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of each of the preceding proposals if there are not sufficient votes at the Special Meeting to approve and adopt the proposals.

Only stockholder of record as the close of business on March 4, 2025, will be entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. We are providing proxy material access to our stockholders via the Internet at www.virtualshareholdermeeting.com/PSTV2025SM. Please give the proxy materials your special attention.

Your vote is very important. Even if you plan to attend the Special Meeting, we encourage all of our stockholders to review the proxy materials and vote your shares prior to the Special Meeting. Please submit your proxy as soon as possible via the Internet, telephone or mail. Submitting your proxy by one of these methods will ensure your vote will be counted regardless of whether you attend the Special Meeting.

Plus Therapeutics, Inc.

By order of the Board,

/s/ Marc H. Hedrick

Marc H. Hedrick

President & Chief Executive Officer

Houston, Texas, USA