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eXegenics Inc.
1250 Pittsford-Victor Road
Building 200, Suite 280
Pittsford, New York 14534
(585) 218-4368
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of eXegenics Inc.:
The board of directors has determined that a special meeting of stockholders of eXegenics Inc. will be held on Thursday, February 8, 2007 at the corporate offices of eXegenics, 1250 Pittsford-Victor Road, Building 200, Suite 280, Pittsford, New York 14534 at 9:00 a.m., local time, for the following purposes:
1.
To approve the sale of 19,440,491 shares of eXegenics common stock pursuant to the stock purchase agreement dated August 14, 2006, as amended as of November 30, 2006, in consideration of an initial aggregate purchase price of $8,613,000, which purchase price is subject to adjustment based on eXegenics stockholders’ equity on the closing, as described in the attached Proxy Statement;
2.
To approve an amendment to the certificate of incorporation of eXegenics to increase the number of authorized shares of eXegenics common stock, par value $.01 per share, from 30,000,000 shares to 225,000,000 shares, as described in the attached Proxy Statement;
3.
To approve the issuance of 50,000 shares of eXegenics common stock to each of John A. Paganelli, our interim chief executive officer, secretary and chairman of the eXegenics board of directors, and Robert Baron, an eXegenics director;
4.
To consider and vote upon an adjournment of the special meeting, if necessary, to solicit additional proxies; and
5.
To transact other business that may properly come before the special meeting, or any adjournments thereof.
The board of directors of eXegenics has fixed the close of business on December 21, 2006 as the record date for the determination of the stockholders entitled to notice of and to vote at the special meeting or any adjournments thereof.
Your vote is important. You are urged to attend the special meeting in person, but if you are unable to do so, the board of directors would appreciate the prompt return of the enclosed proxy card, dated and signed. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote FOR: the stock sale, the amendment to the certificate of incorporation of eXegenics, the issuance of 50,000 shares each to Messrs. Paganelli and Baron and the adjournment of the special meeting, if necessary, to solicit additional proxies. If you fail to return your proxy card, the effect will be a vote “against” the amendment to the certificate of incorporation of eXegenics and your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you do attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person. |
