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April 11, 2025
Peter Fetzer
Partner
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
Re: ZEVRA THERAPEUTICS, INC.
PREC14A filed April 10, 2025
Filed by the Mangless Group
SEC File No. 1-36913
Dear Peter Fetzer:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments.
All defined terms used here have the same meaning as in your proxy statement.
PREC14A filed April 10, 2025
Letter to Shareholders, page i
1. We note the following statement in the Letter to Shareholders: "While
the election at
Zevra s 2023 Annual Meeting of Stockholders brought about important
change,
including new leadership with extensive commercial experience, many
other
important issues remain unresolved to the detriment of all Zevra
stockholders." As
you allude to here, three of your Nominees were elected and have been
members of
the Company's board of directors since 2023. If both of your current
Nominees are
also elected, a majority of Zevra's board will be represented by your
Nominees. In this
context, it would be important for shareholders to understand what
specific changes at
Zevra they would attempt to effectuate. Please revise the proxy
statement generally to
describe any plans or any agenda items, including where you reference
"unresolved
issues" or "poor practices," and to generally be more specific about
things you believe
April 11, 2025
Page 2
should be changed and how you would change them. See also our comments
below.
Reasons for the Solicitation, page 8
2. Please expand to specifically identify the "poor governance practices"
at Zevra which
you assert are part of the reason you are conducting this solicitation.
Describe any
efforts made by your Nominees who were elected in 2023 and remain
current board
members to improve such practices since they were elected.
Proposal 1, Election of Directors, page 9
3. We note the following statement in this section of the proxy statement:
"The
Proponent is not seeking to acquire control of the Company." Balance
this disclosure
by revising to note that if both of your Nominees are elected to the
board of directors,
combined with your three Nominees who were elected in 2023, they will
represent a
majority of the board.
Voting and Voting Procedures, page 12
4. Refer to the first sentence under "How do I vote by proxy?" on page 12.
The
disclosure should be clarified to address the fact that the three
identified voting
options are available only for Proposal 2, and that there is a
"WITHHOLD" option for
Proposal 1 but no ability to abstain. See our comment below regarding
the need to
describe the effect of each voting option, pursuant to Item 21(b) of
Schedule 14A.
What happens if I return a BLUE proxy card but give voting instructions for
fewer than two
candidates?, page 14
5. Since there are only two board seats up for election at the annual
meeting, the
reference to the plural "Nominees" in the last sentence of this section
should be
clarified. Please revise.
What if I return a WHITE proxy card but give voting instructions for more than
two
candidates?, page 14
6. The reference to a WHITE proxy card in the heading to this section
appears to be an
error, since you are using a blue card. Please revise or advise.
When are stockholder proposals and director nominations due for next year's
annual
meeting?, page 15
7. Provide the disclosure required by Rule 14a-5(e)(4) regarding the notice
required by
Rule 14a-19. See CDI 139.03 under "Proxy Rules" on our Web site at
www.sec.gov,
and in particular, the guidance applicable where the Company's bylaw
provisions do
not require the same disclosure as Rule 14a-19. It appears from the
Company's proxy
statement that the Company's bylaw provisions may not mirror the
information
required by Rule 14a-19. Please revise or advise.
Solicitation; Expenses, page 16
8. Note that if both of your Nominees are elected, directors you have
nominated will
represent a majority of the board and may effectively give you the
ability to receive
reimbursement from the Company for the expenses incurred in this
solicitation. Please
April 11, 2025
Page 3
revise your disclosure to reflect this. In addition, note whether you
will seek
reimbursement for the expenses incurred for the prior solicitation in
2023.
Additional Participant Information, page 16
9. In the first sentence of this section, you identify the persons that
"are anticipated to
be" participants in the solicitation. Revise to definitively state the
participants in the
solicitation and avoid using the language cited in any future soliciting
materials.
10. Refer to the last sentence of this section, where you state that you
will deliver a proxy
statement and form of proxy to holders of "at least 67% of the holders
of the
Company's voting shares in order to comply with Rule 14a-19(a)(3) under
the
Exchange Act." However, Rule 14a-19(a)(3) requires you to undertake to
solicit the
holders of shares representing at least 67% of the voting power of
shares entitled to
vote on the director election. Please revise.
Form of Proxy Card, page 17
11. Please revise to mark the form of proxy card as "Preliminary." See Rule
14a-6(e).
12. We note the reference to where proxy materials are available on the form
of the proxy
card. If shareholders may access your proxy filings on a Web site you
have
established pursuant to Rule 14a-16, consider also including that
citation in the body
of the proxy statement.
General
13. In an appropriate part of the proxy statement, describe the effect of a
"WITHHOLD"
or "ABSTAIN" vote on Proposals 1 and 2, respectively. See Item 21(b) of
Schedule
14A.
14. Describe the circumstances under which brokers will have discretionary
authority to
vote on the matters to be presented at the annual meeting, if they do
not receive
instructions from their clients.
15. As previously discussed, we have identified multiple posts by nominee
Arthur Regan
on the "Stocktwits" platform relating to this contest that appear to be
soliciting
materials. These solicitations were made before the Mangless Group's
proxy statement
was filed, were not filed on EDGAR, and did not contain the legend and
participant
information required by Rule 14a-12. Please advise, including by
addressing how
these activities comply with the proxy rules. We also direct your
attention to
Compliance and Disclosure Interpretation 164.02 (Satisfying Legend and
Hyperlink
Requirements) (April 21, 2014), which provides guidance on electronic
communications including social media postings.
We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.
Please direct any questions to Christina Chalk at 202-551-3263.
April 11, 2025
Page 4
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions