PLUS THERAPEUTICS, INC.
For the period ended Aug 7, 2025. Filed Jul 21, 2025.
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Aug 7, 2025 · Filed Jul 21, 2025
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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
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Filed by a Party other than the Registrant ☐
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant under § 240.14a-12 |
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2710 Reed Road, Suite 160,
Houston, TX 77002
(737) 255-7194
July 21, 2025
To Our Stockholders:
In the last year, Plus Therapeutics made significant progress in advancing our radiotherapeutic pipeline. In addition, in mid-2024, we expanded our portfolio with our acquisition of CNSide®, a novel cerebrospinal fluid assay platform that enables the detection and management of central nervous system (CNS) cancers, a strategic complement to our therapeutic program.
Our lead investigational radiotherapeutic drug, REYOBIQ™, is currently being evaluated for use in patients with three types of central nervous system cancers, specifically leptomeningeal metastases (LM), pediatric brain cancer (PBC), and recurrent glioblastoma (rGBM). Earlier in 2025, we completed the ReSPECT-LM safety trial and are now enrolling patients in a dose optimization trial intended to find a safe and effective dosing regime for REYOBIQ that we can incorporate in a US registrational trial. Also in 2025, the FDA cleared Plus Therapeutics to begin enrolling patients in our Phase 1/2a clinical trial for children with brain cancer, and we anticipate enrollment to commence soon. Our pediatric trial builds on our successful Phase 1 adult glioblastoma trial, which shows substantial safety margins and signals of efficacy. This data was published in early 2025 in the prestigious medical journal, Nature Communications. Our glioblastoma Phase 2 trial, ReSPECT-GBM, continues to enroll patients in 2025. Of note, each of these trials continues to benefit from approximately $25M in aggregate grant support.
Since the acquisition of CNSide, we have laid the groundwork for a successful relaunch of CNSide in the US. Our preparatory activities are largely complete and we plan to reintroduce the product in Texas in the second half of 2025, extending that launch to all 50 states thereafter. Furthermore, in the past year, we achieved a number of key milestones for CNSide. First, we published multiple scientific articles highlighting the clinical value of CNSide. Second, the CNSide core test is now included in the National Comprehensive Cancer Center Guidelines. Third, we have completed and presented positive FORSEE clinical trial results. Fourth, we have built out a centralized testing laboratory in Houston and validated key commercial elements such as pricing and reimbursement. Finally, we have hired an experienced diagnostics executive team to lead Plus Therapeutics’ CNSide commercial subsidiary. We continue to believe that our CNSide platform uniquely fills a $6 billion market opportunity in the CNS cancer diagnostic space.
Additionally, we have taken action to capitalize the Company beyond our existing grant funding, supporting our capital requirements in the U.S. commercial launch of CNSide, as well as our path to FDA approval of REYOBIQ. We anticipate continued clinical progress for our radiotherapeutic technology and realizing commercial value from our strategic acquisition of CNSide. On behalf of our employees, management and directors, I would like to express our deep appreciation to our stockholders and partners for their help and support in 2024 and beyond.
Sincerely,
Marc H. Hedrick, M.D.
President & Chief Executive Officer
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 7, 2025
| PLUS THERAPEUTICS, INC. Headquarters 2710 REED ROAD, SUITE 160, HOUSTON, TX 77002 | MEETING LOCATION: www.virtualshareholdermeeting.com/PSTV2025 |
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Dear Plus Therapeutics, Inc. Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of the Stockholders of Plus Therapeutics, Inc. (the “Annual Meeting”). The Annual Meeting will be held on August 7, 2025, commencing at 9:00 a.m. (Eastern Time), and will be a completely virtual meeting of stockholders.
The items of business for the meeting are to:
| (i) | elect six (6) members of our board of directors for a one-(1) year term, to hold office until our Annual Meeting of Stockholders in 2026 and until their successors are duly elected and qualified, or until their earlier death, resignation or removal; |
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| (ii) | approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of (i) up to Fifty Million Dollars ($50,000,000) of our common stock, par value $0.001 per share (the “Common Stock”) and (ii) up to One Million Dollars ($1,000,000) of shares of Common Stock (the “Commitment Shares”) as a commitment fee, in each case issuable to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to our purchase agreement with Lincoln Park (the “Lincoln Park Purchase Agreement”); |
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| (iii) | 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, into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-two (1-for-2) 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; |
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| (iv) | provide a non-binding advisory vote on the compensation of our named executive officers; |
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| (v) | approve the fifth amendment and restatement of the Company’s 2020 Stock Incentive Plan, the full text of which resolution is set out in the accompanying proxy statement under the heading “Proposal 5 - Proposal to Approve the Fifth Amendment and Restatement of the 2020 Stock Incentive Plan; and |
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| (vi) | transact such any other business as may be properly brought before the Annual Meeting. |
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The Board recommends that stockholders (a) elect each board member nominee; and (b) vote to approve items (ii), (iii), (iv), and (v).
In light of our successful virtual annual meetings of stockholders in the past four years, the Annual Meeting will be held only via live webcast again this year. We believe that the virtual meeting format also expands stockholder access, participation and improves communications, and we encourage you to attend online and participate.
You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions prior to and during the meeting by visiting: www.virtualshareholdermeeting.com/PSTV2025. To vote at the meeting, you must have your control number that is shown on your proxy card. There will not be a physical meeting location and you will not be able to attend the annual meeting in person.
Only stockholders of record at the close of business on June 18, 2025, are entitled to notice of and to vote at the Annual Meeting. For ten (10) days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available at the Corporate Secretary’s office at 2710 Reed Road Suite 160, Houston, TX 77002. We expect to commence mailing these proxy materials to our security holders on or about July 21, 2025.
You are cordially invited to attend the Annual Meeting live via the Internet. It is important that your shares are represented at the Annual Meeting. Even if you plan to attend the Annual Meeting live via the Internet, we hope that you will promptly vote by dating, signing and returning the enclosed proxy card or vote via the Internet or by telephone. This will not limit your ability to attend or vote during the Annual Meeting.
Plus Therapeutics, Inc.
By Order of the Board,
MARC H. HEDRICK
President & Chief Executive Officer
Houston, Texas, USA
July 21, 2025
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