PREM14A

PREM14A 1 d752872dprem14a.htm PREM14A PREM14A

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

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

Landos Biopharma, Inc.

(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):

☐	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.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED APRIL 15, 2024

LOGO

Landos Biopharma, Inc.

P.O. Box 11239

Blacksburg, Virginia 24062

Dear Landos Biopharma, Inc. Stockholder:

You are cordially invited to attend a virtual special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Landos Biopharma, Inc. (“Landos”) to be held virtually on , 2024, at Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/LABP2024SM. The accompanying proxy statement is dated , 2024 and, together with the enclosed form of proxy card, is first being mailed on or about , 2024.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated March 24, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Landos, Bespin Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of AbbVie (“Parent”), and Bespin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AbbVie Inc., a Delaware corporation (“AbbVie” or “Guarantor”), solely for the limited purposes set forth therein, and (ii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Landos, with Landos continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive (i) $20.42 in cash, without interest thereon and subject to any withholding of taxes, for each share of Landos common stock (“common stock”) that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately 161% to the closing price of $7.83 of Landos’ common stock on March 22, 2024, the last full trading day prior to the announcement of the Merger and (ii) one (1) contractual contingent value right for each share of common stock that you own (unless you have properly exercised your appraisal rights), representing the right to receive a contingent payment in cash, without interest thereon and subject to any withholding of taxes, upon the achievement of the milestone requirements set forth in the Contingent Value Rights Agreement (the “CVR Agreement”) between Parent, Broadridge Corporate Issuer Solutions, LLC (the “Rights Agent”) and AbbVie, for the limited purposes set forth therein, in substantially the form attached to the Merger Agreement.

Landos’ Board of Directors (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (a) determined that the consummation of the Merger, the other transactions contemplated by the Merger Agreement, the Merger Agreement, the CVR Agreement and the Voting Agreement (the “Transactions”), are advisable and fair to, and in the best interests of, Landos and its stockholders; (b) authorized and approved the execution, delivery, and performance of the Merger Agreement, the CVR Agreement and the Voting Agreement by Landos and approved the Merger; (c) recommended the adoption of the Merger Agreement by Landos’ stockholders and (d) directed that the Merger Agreement be submitted for consideration by Landos’ stockholders at the Special Meeting. The Board of Directors unanimously recommends, on behalf of Landos, that you vote (1) “FOR” the adoption of the Merger Agreement and (2) “FOR” the Adjournment Proposal.

Landos record stockholders or beneficial owners who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together

with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $20.42 in cash, without interest thereon and subject to any withholding of taxes, and one (1) contractual contingent value right per share of common stock if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). To do so, a Landos record stockholder or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. A copy of Section 262 of the DGCL is accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated by reference herein.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement, the Merger and the CVR Agreement. A copy of the Merger Agreement is attached as Annex A to the proxy statement (including the form of CVR Agreement which is an exhibit to the Merger Agreement).

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote at the meeting your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of a majority of the shares of Landos’ common stock that are issued and outstanding as of the close of business on , 2024 , which is the record date for the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Gregory Oakes

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED APRIL 15, 2024

LOGO

Landos Biopharma, Inc.

P.O. Box 11239

Blacksburg, Virginia 24062

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON , 2024

Notice is hereby given that a virtual special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Landos Biopharma, Inc., a Delaware corporation (“Landos”), to be held virtually on , 2024, at Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/LABP2024SM, for the following purposes:

To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated March 24, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Landos, Bespin Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of AbbVie (“Parent”), and Bespin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AbbVie Inc., a Delaware corporation (“AbbVie”), solely for the limited purposes set forth therein. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Landos, with Landos continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”); and

To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

Only stockholders of record as of the close of business on , 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

Landos’ Board of Directors (the “Board of Directors”) unanimously recommends, on behalf of Landos, that you vote (1) “FOR” the adoption of the Merger Agreement and (2) “FOR” the Adjournment Proposal.

All stockholders are invited to attend the Special Meeting virtually. Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote virtually, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Gregory Oakes

President and Chief Executive Officer

Blacksburg, VA

, 2024

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED APRIL 15, 2024

LANDOS BIOPHARMA, INC.

P.O. Box 11239

Blacksburg, Virginia 24062

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON , 2024

This proxy statement is available on the investor relations page of our website at https://ir.landosbiopharma.com/sec-filings. We intend to mail these proxy materials on or about , 2024 to all stockholders of record entitled to vote at the Special Meeting.

A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination for the ten (10) days prior to the Special Meeting. To access the list of record stockholders, stockholders should email info@landosbiopharma.com. Stockholders may examine the list for any legally valid purpose related to the Special Meeting. This list also will be available during the Special Meeting at www.virtualshareholdermeeting.com/LABP2024SM.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, meaning that your Landos shares are registered in your name directly with Landos’ transfer agent, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote virtually at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Adjournment Proposal (as defined below).

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the

Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

TABLE OF CONTENTS


SUMMARY			1
The Special Meeting			1
Vote Required; Abstentions and Broker Non-Votes			2
Shares Held by Landos’ Directors and Executive Officers			2
The Merger			3
Parties Involved in the Merger			3
Effect of the Merger			4
Effect on Landos if the Merger is Not Completed			4
Merger Consideration			4
Recommendation of the Landos Board of Directors			6
Opinion Landos’ Financial Advisor			6
Interests of Landos’ Directors and Executive Officers in the Merger			7
Appraisal Rights			7
Material U.S. Federal Income Tax Consequences of the Merger			8
Regulatory Approvals Relevant for the Merger			9
Conduct of Business Pending the Merger			9
Conditions to the Closing of the Merger			10
Termination of the Merger Agreement			11
Form of Contingent Value Rights Agreement			12
Voting Agreement			12
QUESTIONS AND ANSWERS			13
FORWARD-LOOKING STATEMENTS			21
THE SPECIAL MEETING			23
Date, Time and Place			23
Purpose of the Special Meeting			23
Record Date; Shares Entitled to Vote; Quorum			23
Vote Required; Abstentions and Broker Non-Votes			23
Shares Held by Landos’ Directors and Executive Officers			24
Voting of Proxies			24
Revocability of Proxies			25
Adjournments and Recess			25
Board of Directors’ Recommendation			25
Solicitation of Proxies			26
Anticipated Date of Completion of the Merger			26
Appraisal Rights			26
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on , 2024			27
Questions and Additional Information			27
THE MERGER			28
Parties Involved in the Merger			28
Effect of the Merger			29
Effect on Landos if the Merger is Not Completed

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SEC Form PREM14A filed by Landos Biopharma Inc.