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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

 

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 Pursuant to § 240.14a-12

  

MELA Sciences, Inc.

(Name of Registrant as Specified In Its Charter)

 

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MELA SCIENCES, INC.

100 Lakeside Drive, Suite 100
Horsham, Pennsylvania 19044

 

SUPPLEMENT TO THE PROXY STATEMENT

FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 30, 2015

 

The following information supplements the proxy statement (the “Proxy Statement”) of MELA Sciences, Inc. (the “Company,” “we,” “us” or “our”) furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for the 2015 Annual Meeting of Stockholders and for any adjournment or postponement thereof (the “Annual Meeting”). The Annual Meeting is scheduled to be held on Wednesday, September 30, 2015 on the 12th Floor of 30 S. 17th Street, Philadelphia, Pennsylvania 19103 at 9:00 a.m. local time. This supplement to the Proxy Statement (this “Supplement”) is being filed with the Securities and Exchange Commission (the “SEC”) on or about September 11, 2015, and the Company intends to mail this Supplement commencing on or about September 11, 2015 to all stockholders of record as of August 17, 2015 entitled to vote at the Annual Meeting. Capitalized terms used in this Supplement and not otherwise defined have the meaning given to such terms in the Proxy Statement.

THE PROXY STATEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

Only stockholders of record on the close of business on August 17, 2015 are entitled to receive notice of and to vote at the Annual Meeting.

The purpose of this Supplement is to clarify Proposal No. 4 in the Proxy Statement. As disclosed in the Proxy Statement, we are seeking stockholder approval of the issuance of shares of the Company’s common stock upon (i) conversion of the $32.5 million aggregate principal amount of senior secured convertible debentures issued June 22, 2015 (the “Debentures”) at an initial conversion price of $0.75 per share; (ii) payment of interest on the Debentures and $10.0 million aggregate principal amount of senior secured notes issued June 22, 2015 (the “Notes”); (iii) exercise of warrants to purchase an aggregate of 3.0 million shares of the Company’s common stock issued June 22, 2015 at an initial exercise price of $0.75 per shares (the “2015 Warrants”); and (iv) exercise of existing warrants, amended as of the effective date of stockholder approval, to purchase up to 11,099,267 shares of the Company’s common stock at the initial reset exercise price of $0.75 per share (the “Reset Warrants,” and collectively with the 2015 Warrants, the “Warrants”). We also disclosed under the description of Proposal No. 4 that the Debentures and the Warrants also provide for certain adjustments to the conversion price of the Debentures and the exercise price of the Warrants based on stock dividends, stock splits and certain dilutive issuances.

In the Proxy Statement, we had provided the estimated number of shares that the Company may be obligated to issue pursuant to Proposal No. 4 at the initial conversion price and the initial exercise price of those instruments of approximately 62,837,601 shares of the Company’s common stock, and we want to make clear that stockholder approval being sought includes all additional shares that may be issued pursuant to the anti-dilution adjustment provisions of those instruments. We, therefore, clarify Proposal No. 4 to read as follows:

“APPROVAL, PURSUANT TO NASDAQ MARKETPLACE RULE 5635(D), OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE DEBENTURES, EXERCISE OF THE WARRANTS AND PAYMENT OF INTEREST ON DEBENTURES AND NOTES, ESTIMATED INITIALLY AT 62,837,601 SHARES OF COMMON STOCK, PLUS ALL ADDITIONAL SHARES THAT MAY BE ISSUED PURSUANT TO THE ANTI-DILUTION ADJUSTMENT PROVISIONS OF THOSE INSTRUMENTS.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4.

 

 
Except as clarified by the foregoing, the Proxy statement remains unchanged, continues to apply and should be considered (along with this Supplement and the revised proxy card) in casting your vote in connection with the Annual Meeting.

This Supplement clarifies Proposal No. 4 to be acted upon at the Annual Meeting and does not otherwise change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement.

Your Vote is Important

As a stockholder, your vote is very important, and the Board of Directors strongly encourages you to exercise your right to vote whether or not you attend the Annual Meeting.

If you have already submitted your vote, this Supplement does not require that you vote again and a vote “FOR” Proposal 4 on either proxy card will be counted as approving such proposal as clarified by this Supplement.

If you have previously submitted a proxy card or voting instructions and wish to change your vote or revoke your proxy, please re-submit your vote or provide notice of revocation in one of the following ways:

•  Via the Internet at www.proxyvote.com;
•  By telephone toll-free at 1-800-690-6903;
•  By signing and retuning the current proxy card if you have received paper materials; or
•  By attending the Annual Meeting and voting in person.


If you have not yet submitted a proxy card or voting instructions, we encourage you to submit your vote online or by telephone. If you have not yet voted, please submit your vote using the current version of the proxy card that we are sending to you. However, votes cast using either version of the proxy card will be counted.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on September 30, 2015:

This Supplement, the Notice of Annual Meeting and the Proxy Statement and our Annual Report for the year ended December 31, 2014 are available at www.proxyvote.com.

September 11, 2015