KIORA PHARMACEUTICALS INC

DEF 14A 1 kiora-definitiveproxyxannu.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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March 25, 2024

Dear Stockholder:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Kiora Pharmaceuticals, Inc. (“Kiora”) to be held on Wednesday, May 1, 2024 at 10:00 a.m. Pacific Time, at the offices of Kiora at 332 Encinitas Boulevard, Suite 102, Encinitas, California 92024.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet, by mailing a proxy card, by telephone, or in person at the Annual Meeting. Please review the instructions on the Notice or on the proxy card regarding your voting options.

Thank you for your ongoing support of Kiora. We look forward to your participation our Annual Meeting.

Sincerely,

/s/ Brian M. Strem, Ph.D.

President and Chief Executive Officer

(858) 224-9600

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 1, 2024

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Kiora Pharmaceuticals, Inc. (the “Company”) will be held on Wednesday, May 1, 2024, at 10:00 a.m. Pacific Time at the offices of the Company located at 332 Encinitas Boulevard, Encinitas, California 92024, for the following purposes:

1. To elect two director nominees as Class III Directors, nominated by the board of directors, for a three-year term, such term to continue until the annual meeting of stockholders in 2027 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;

2. To approve an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company’s Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-10, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Board of Directors (the “Reverse Stock Split”);

3. To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 150,000,000;

4. To approve an amendment to the Company's Restated Certificate of Incorporation to adjust voting requirements for certain future amendments;

5. To approve the Company's 2024 Equity Incentive Plan;

6. To approve, as contemplated by Nasdaq Listing Rule 5635, the issuance of up to 49,374,590 shares of the Company’s common stock upon the exercise of Tranche A Warrants and Tranche B Warrants issued in a private placement completed in February 2024;

7. To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement;

8. To ratify of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

9. To consider and vote upon an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals at the time of the Annual Meeting; and

10. Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The board of directors has fixed the close of business on March 20, 2024 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of our common stock at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each of the items of business listed above is more fully described in the proxy statement that accompanies this notice.

In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

The board of directors of Kiora Pharmaceuticals, Inc. recommends that you vote your shares as follows:

•“FOR” the election of the nominees of the board of directors as directors of Kiora Pharmaceuticals, Inc.'

•"FOR" the proposal to approve the Reverse Stock Split;

•"FOR" the proposal toapprove an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 150,000,000;

•"FOR" the proposal to approve an amendment to the Company's Restated Certificate of Incorporation to adjust voting requirements for certain future amendments;

•"FOR" the proposal to approve the Company's 2024 Equity Incentive Plan;

•"FOR the proposal to approve, as contemplated by Nasdaq Listing Rule 5635, the issuance of up to 49,374,590 shares of the Company’s common stock upon the exercise of Tranche A Warrants and Tranche B Warrants issued in a private placement completed in February 2024;

•“FOR” the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement;

•“FOR” the proposal to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

•"FOR"the proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals at the time of the Annual Meeting

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Wednesday, May 1, 2024: The Proxy Statement and 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

By order of the board of directors,

/s/ Brian M. Strem,Ph.D.

President and Chief Executive Officer

Encinitas, California

March 25, 2024

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID ENVELOPE BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.

Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

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