Aligos Therapeutics, Inc.

For the period ended Jun 27, 2024. Filed Apr 29, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 27, 2024 · Filed Apr 29, 2024

ALGS$4.07-9.8%Stored close · as of Nov 6, 2026

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DEF 14A 1 d874273ddef14a.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

(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

(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 the appropriate box):

☒	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

Dear Stockholder:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Aligos Therapeutics, Inc., which will be held online at www.proxydocs.com/ALGS, on June 27, 2024 at 8:00 a.m. Pacific Time. You must register to attend the meeting online at www.proxydocs.com/ALGS no later than June 26, 2024 at 5:00 p.m. Eastern Time.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone or by mail. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone using the control number on your proxy card, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your interest in Aligos Therapeutics.

Sincerely,

/s/ LAWRENCE M. BLATT

Lawrence M. Blatt, Ph.D.

Chair, President and Chief Executive Officer

One Corporate Drive, 2nd Floor

South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 27, 2024

To the Stockholders of Aligos Therapeutics, Inc.:

NOTICE IS HEREBY GIVENthat the Annual Meeting of Stockholders (the “Annual Meeting”) of Aligos Therapeutics, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 27, 2024, at 8:00 a.m. Pacific Time. You will be able to attend and participate in the Annual Meeting online by registering at www.proxydocs.com/ALGS no later than June 26, 2024 at 5:00 p.m. Eastern Time. Once registered you will receive further instructions via email on how to listen to the meeting live, submit questions, and vote. The Annual Meeting will be held for the following purposes:

1.	To elect two Class I directors to hold office until the 2027 annual meeting of stockholders or until their successors are elected;

2.	To ratify the appointment, by the Audit Committee of the Company’s Board of Directors, of Ernst & Young LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024;

To grant the Company’s Board of Directors authority to amend the Amended and Restated Certificate of Incorporation and effect a reverse stock split of the Company’s voting and non-voting common stock within a range of not less than 1-for-5 and not more than 1-for-30, if the Company’s Board of Directors deems it within the best interests of the Company (the “Reverse Stock Split Amendment”);

Approve an amendment to the Company’s 2020 Incentive Award Plan (the “2020 Plan”), in substantially the form attached to the accompanying Proxy Statement as Appendix B (the “Plan Amendment”), to treat outstanding pre-funded warrants with an exercise price per share of one penny or less the same as outstanding common stock such that annual increases to the shares of common stock reserved for issuance under the 2020 Plan will equal the lesser of 5% of the shares of common stock outstanding or issuable upon exercise of outstanding pre-funded warrants with an exercise price per share of one penny or less, in each case, as of the last day of the immediately preceding fiscal year or such smaller number of shares determined by the Board (the “Plan Amendment Proposal”);

5.	Approve an amendment to our Amended and Restated Certificate of Incorporation (the “Authorized Shares Amendment”) to increase the number of authorized shares of voting common stock from 300,000,000 shares to 500,000,000 shares (the “Authorized Shares Proposal”); and

6.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 29, 2024 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you voteFORthe election of the director nominees named in Proposal No. 1 of the Proxy Statement,FORthe ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, as described in Proposal No. 2,FOR the amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split as described in Proposal No. 3,FORthe Plan Amendment Proposal as described in Proposal No. 4 of the Proxy Statement, andFOR the Authorized Shares Proposal as described in Proposal No. 5.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors

/s/ LAWRENCE M. BLATT

Lawrence M. Blatt, Ph.D.

Chair, President and Chief Executive Officer

South San Francisco, California

April 29, 2024

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