Zevra Therapeutics (ZVRA) Files Preliminary Proxy

Zevra Therapeutics, Inc. (Nasdaq:GS ZVRA) (“Zevra,” or the “Company”), a commercial-stage company focused on providing therapies to people living with rare disease, today announced it has filed its preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”). Stockholders do not need to take any action with respect to the 2025 Annual Meeting at this time.

In its preliminary proxy statement, Zevra announced that the Board has nominated two directors for re-election at the Company’s Annual Meeting – Wendy L. Dixon, Ph.D., and Tamara A. Favorito.

With the re-election of these two incumbent directors, the Zevra Board would continue to be comprised of eight highly-qualified directors, seven of whom are independent, seven of whom have joined the Board since 2023, and all of whom have been actively engaged in overseeing Zevra’s transformation into a more focused organization with full commercial capabilities and a strong balance sheet that is creating value for patients and stockholders. The two incumbent directors nominated for re-election collectively bring over 70 years of life sciences industry experience, deepening the Board’s collective expertise in drug development, commercialization, and financial strategy. Dr. Dixon is a member of the Company’s Audit Committee, and Ms. Favorito has served as Board Chair since 2023 and as the Audit Committee Chair since 2021.

In its preliminary proxy statement, the Company also disclosed that a stockholder, Daniel J. Mangless, is proposing the election of two candidates to the Board of Directors, Travis C. Mickle, Ph.D. and Arthur C. Regan. Given the Company’s strong momentum with respect to its strategic plan, the Zevra Board believes that a proxy contest is not in the best interests of the Company or its stockholders. The addition of Mr. Mangless’ nominees, which include Dr. Mickle, who cannot be considered independent due to his former roles as CEO and President of the Company until his resignation in 2023 and his ongoing consulting arrangement with the Company until 2024, could be highly disruptive to Board dynamics and impede management's continued execution of its strategic plan. As such, Zevra’s Board recommends that stockholders reject these efforts by Mr. Mangless, which are not in the best interests of all stockholders.

The Company today issued the following statement:

“Zevra has made tremendous progress over the last two years, with our Board and management team working closely to transform the Company into a more efficient, more focused organization that is better positioned to create value for our patients and stockholders. We continue to deliver across the four pillars of the five-year strategic plan we detailed in late 2024, which are commercial excellence, pipeline and innovation, talent and culture, and corporate foundation. We have a clear path forward to generate value for our stakeholders as we continue our evolution into a leading rare disease company.

Since our 2023 annual meeting of stockholders, we launched our first two products, conducted a comprehensive review of our pipeline and portfolio to ensure that we are invested in the highest return opportunities, significantly strengthened and refreshed our Board, strengthened our leadership team, and reinforced our strong financial foundation. We are thrilled with our progress, which positioned Zevra to deliver record net product revenue during the fourth quarter of 2024. As highlighted in our fourth quarter and fiscal year 2024 results, we have a focused plan and a cash runway extending into 2029, without including the anticipated proceeds from the recent sale of the Priority Review Voucher (PRV), received as a result of FDA approval of MIPLYFFATM, for $150 million. This non-dilutive capital adds significant strength to execute on our strategic priorities, with our immediate focus on executing the commercial launches of MIPLYFFA and OLPRUVA®, investments in celiprolol and our other development programs, and building our corporate foundation while we earn the right to make disciplined growth investments in the future.

Over the past several months, we have actively engaged with Mr. Mangless in an attempt to avoid a costly proxy contest that could distract from our continued strong execution. Given his relatively small ownership of the Company and already having three of his nominees elected to the Board in 2023, Mr. Mangless appears intent on trying to secure control of the Board to advance his interests, to the detriment of Zevra and its stockholders. We take feedback from our stockholders seriously, and have significant stockholder representation on the Board.

Given our continued momentum, we believe that delivering on our strategic plan is the best path forward. As demonstrated by our outperformance over the past year compared to peers and the broader market, we are confident that we have the Board and management team in place to execute on our financial and operational goals.”

Zevra’s preliminary proxy materials can be found on the SEC’s website at www.sec.gov. Once finalized, the Company’s definitive proxy materials will be mailed to all stockholders eligible to vote at the 2025 Annual Meeting. Stockholders may also receive materials, in the mail or otherwise, from Mr. Mangless. The Zevra Board recommends that stockholders discard any proxy materials from Mr. Mangless and vote using the WHITE proxy card they will receive as part of the definitive proxy materials that will be delivered by the Company.

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