Month: June 2023

Annual Meeting Reconvened and Adjourned Without Conducting Business

Meeting to Reconvene on July 27, 2023 at 9:00 am EDT

Devon, PA June 28, 2023 — Zynerba Pharmaceuticals, Inc. (Nasdaq: ZYNE) (the “Company”), the leader in innovative pharmaceutically-produced transdermal cannabinoid therapies for orphan neuropsychiatric disorders, today announced that the adjourned 2023 Annual Meeting of Stockholders (“Annual Meeting”) was reconvened and then adjourned, without conducting any business, in order to provide stockholders additional time to consider and vote on Proposal 2 to amend the Sixth Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-50, at any time prior to November 1, 2023, the implementation and timing of which shall be subject to the discretion of the Board of Directors of the Company.

The Company believes there is significant support for Proposal 2. At the time of the reconvened Annual Meeting approximately 46.9% of the outstanding shares entitled to vote had voted in favor of Proposal 2; however, because Proposal 2 must be approved by a majority of the outstanding shares entitled to vote, it has not yet received a sufficient number of votes in its favor. The Company’s Board of Directors continues to believe that Proposal 2 is advisable and that it is in the best interests of the Company’s stockholders to consider and act upon Proposal 2.

The Annual Meeting will be reconvened on July 27, 2023 at 9:00 am EDT, and will be a “virtual” meeting of stockholders. The record date for the adjourned Annual Meeting continues to be April 17, 2023. A stockholder may use one of the following simple methods to vote:

Vote by Internet at www.voteproxy.com until 11:59 PM EDT on July 26, 2023 using the control number appearing on the proxy card.

Vote by telephone by calling the toll-free telephone number 1-800-776-9437 until 11:59 PM EDT on July 26, 2023 using their control number appearing on the proxy card.

Vote by mail by marking, dating and signing the proxy card, and returning it in the postage-paid envelope provided to American Stock Transfer & Trust Company, LLC.

Vote at the virtual Annual Meeting by joining the meeting at https://web.lumiagm.com/236626312 (password: zyne2023) using the control number included on the proxy card.

Proxies previously submitted with respect to Proposal 2 will be voted at the reconvened Annual Meeting unless properly revoked; stockholders who have previously submitted their proxy or otherwise voted with respect to Proposal 2 and who do not want to change their vote need not take any action.

Details of the reverse stock split are included in the Company’s Proxy Statement for the Annual Meeting. The primary objective of implementing a reverse split is to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market. The Company’s Board believes that effecting the reverse split would increase the price of our common stock which would, among other things, help the Company to meet certain continued listing requirements of the Nasdaq Capital Market, appeal to a broader range of investors to generate interest in the Company, and improve perception of the Company’s common stock as an investment security.

If stockholders have any questions or need assistance with processing their vote, please contact the Company’s proxy solicitor, MacKenzie Partners, Inc. (email: proxy@mackenziepartners.com, or toll free: 1-800-322-2885).

About Zynerba Pharmaceuticals, Inc.
Zynerba Pharmaceuticals is the leader in innovative pharmaceutically-produced transdermal cannabinoid therapies for orphan neuropsychiatric disorders. We are committed to improving the lives of patients and their families living with severe, chronic health conditions including Fragile X syndrome and 22q11.2 deletion syndrome. Learn more at www.zynerba.com and follow us on Twitter at @ZynerbaPharma.

Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the Company’s current expectations. These and other risks are described in the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this press release speak only as of the date of this press release. The Company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Zynerba Contacts
Peter Vozzo
ICR Westwicke
Office: 443.213.0505
Cell: 443.377.4767
Peter.Vozzo@Westwicke.com

Devon, PA, June 20, 2023 — Zynerba Pharmaceuticals, Inc. (Nasdaq: ZYNE), the leader in innovative pharmaceutically-produced transdermal cannabinoid therapies for orphan neuropsychiatric disorders, today announced that Armando Anido, Chairman and Chief Executive Officer of Zynerba, will present at the H.C. Wainwright 4th Annual Neuropsychiatry Virtual Conference being held June 26, 2023.

Investors interested in arranging a virtual meeting with the Company’s management during the conference should contact the H.C. Wainwright conference coordinator. A webcast of the presentation will be available on-demand here and under the Events & Webcasts tab of the Investors section of the Zynerba website at www.zynerba.com beginning June 26, 2023 at 7:00 a.m. ET. An archived replay will be available on the Company’s website following the event for 60 days.

About Zynerba Pharmaceuticals, Inc.
Zynerba Pharmaceuticals is the leader in innovative pharmaceutically-produced transdermal cannabinoid therapies for orphan neuropsychiatric disorders. We are committed to improving the lives of patients and their families living with severe, chronic health conditions including Fragile X syndrome and 22q11.2 deletion syndrome. Learn more at www.zynerba.com and follow us on Twitter at @ZynerbaPharma.

Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the Company’s current expectations. Management’s expectations and, therefore, any forward-looking statements in this press release could also be affected by risks and uncertainties relating to a number of other factors, including the following: the Company’s cash and cash equivalents may not be sufficient to support its operating plan for as long as anticipated; the Company’s expectations, projections and estimates regarding expenses, future revenue, capital requirements, incentive and other tax credit eligibility, collectability and timing, and availability of and the need for additional financing; the Company’s ability to obtain additional funding to support its clinical development programs; the results, cost and timing of the Company’s clinical development programs, including any delays to such clinical trials relating to enrollment or site initiation; clinical results for the Company’s product candidates may not be replicated or continue to occur in additional trials and may not otherwise support further development in a specified indication or at all; actions or advice of the U.S. Food and Drug Administration, the European Medicines Agency and other foreign regulatory agencies may affect the design, initiation, timing, continuation and/or progress of clinical trials or result in the need for additional clinical trials; the Company’s ability to obtain and maintain regulatory approval for its product candidates, and the labeling under any such approval; the Company’s reliance on third parties to assist in conducting pre-clinical and clinical trials for its product candidates; delays, interruptions or failures in the manufacture and supply of the Company’s product candidates the Company’s ability to commercialize its product candidates; the size and growth potential of the markets for the Company’s product candidates, and the Company’s ability to service those markets; the Company’s ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; the rate and degree of market acceptance of the Company’s product candidates; the Company’s expectations regarding its ability to obtain and adequately maintain sufficient intellectual property protection for its product candidates; the Company’s ability to regain compliance with the requirements for continued listing on the Nasdaq Capital Market, including the risk of not obtaining stockholder approval for a potential reverse stock split; the extent to which health epidemics and other outbreaks of communicable diseases, including COVID-19, could disrupt our operations or adversely affect our business and financial conditions; and the extent to which inflation, banking stability or global instability, including political instability, may disrupt our business operations or our financial condition. This list is not exhaustive and these and other risks are described in the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this press release speak only as of the date of this press release. The Company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Zynerba Contacts
|Peter Vozzo
ICR Westwicke
Office: 443.213.0505
Peter.Vozzo@Westwicke.com

Meeting adjourned with respect to Proposal 2, Reverse Stock Split; Company encourages additional stockholders of record to vote before reconvened meeting on June 28, 2023

All other proposals approved

Devon, PA, June 13, 2023 — Zynerba Pharmaceuticals, Inc. (Nasdaq: ZYNE) (the “Company”), the leader in innovative pharmaceutically-produced transdermal cannabinoid therapies for orphan neuropsychiatric disorders, today announced that it has adjourned its 2023 Annual Meeting of Stockholders (“Annual Meeting”) solely with respect to Proposal 2 set forth in its Definitive Proxy Statement (“Proxy Statement”) filed with the Securities and Exchange Commission on April 21, 2023. All other proposals on the Proxy Statement were approved by stockholders during the Annual Meeting held earlier today.

Proposal 2 is a proposal to amend the Sixth Amended and Restated Certificate of Incorporation of the Company to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-50, at any time prior to November 1, 2023, the implementation and timing of which shall be subject to the discretion of the Board of Directors of the Company. The Company has adjourned the Annual Meeting with respect to Proposal 2 to provide its stockholders additional time to vote on the proposal. Proposal 2 requires that a majority of the outstanding shares entitled to vote must vote “For” the proposal in order to pass. Based on the preliminary vote totals, 45.02% of the outstanding shares entitled to vote have voted For Proposal 2.

The Annual Meeting will resume with respect to Proposal 2 at 9:00 AM EDT on June 28, 2023. The reconvened Annual Meeting will also be a “virtual” meeting of stockholders. The record date for the Annual Meeting continues to be April 17, 2023. A stockholder may use one of the following simple methods to vote:

• Vote by Internet at www.voteproxy.com until 11:59 PM EDT on June 27, 2023 using the control number appearing on the proxy card.
• Vote by telephone by calling the toll-free telephone number 1-800-776-9437 until 11:59 PM EDT on June 27, 2023 using their control number appearing on the proxy card.
• Vote by mail by marking, dating and signing the proxy card, and returning it in the postage-paid envelope provided to American Stock Transfer & Trust Company, LLC.
• Vote at the virtual Annual Meeting by joining the meeting at https://web.lumiagm.com/236626312 (password: zyne2023) using the control number included on the proxy card.

Proxies previously submitted with respect to Proposal 2 will be voted at the reconvened Annual Meeting unless properly revoked; stockholders who have previously submitted their proxy or otherwise voted with respect to Proposal 2 and who do not want to change their vote need not take any action.

Details of the reverse stock split are included in the Company’s Proxy Statement for the Annual Meeting. The primary objective of implementing a reverse split is to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market. The Company’s Board believes that effecting the reverse split would increase the price of our common stock which would, among other things, help the Company to:

• Meet certain continued listing requirements of the Nasdaq Capital Market;
• Appeal to a broader range of investors to generate interest in the Company; and
• Improve perception of the Company’s common stock as an investment security.

If stockholders have any questions or need assistance with processing their vote, please contact the Company’s proxy solicitor, MacKenzie Partners, Inc. (email: proxy@mackenziepartners.com, or toll free: 1-800-322-2885).  

About Zynerba Pharmaceuticals, Inc.
Zynerba Pharmaceuticals is the leader in innovative pharmaceutically-produced transdermal cannabinoid therapies for orphan neuropsychiatric disorders. We are committed to improving the lives of patients and their families living with severe, chronic health conditions including Fragile X syndrome and 22q11.2 deletion syndrome. Learn more at www.zynerba.com and follow us on Twitter at @ZynerbaPharma.

Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the Company’s current expectations. These and other risks are described in the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this press release speak only as of the date of this press release. The Company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.
  
Zynerba Contacts
Peter Vozzo
ICR Westwicke
Office: 443.213.0505
Cell: 443.377.4767
Peter.Vozzo@Westwicke.com