PROXY STATEMENT FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2019
EXPLANATORY NOTE
We are an emerging growth
company under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure
permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a smaller reporting company, as that term is defined in
Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an
advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in
which we have total annual gross revenues of $1.07 billion or more; (ii) December 31, 2020; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the
date on which we are deemed to be a large accelerated filer under the rules of the Securities Exchange Commission, or SEC.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
PROXY STATEMENT2019 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement contains information about the 2019 Annual Meeting of Stockholders, or the Annual Meeting, of Chiasma, Inc., a Delaware corporation,
including any postponements or adjournments of the Annual Meeting. The Annual Meeting will be held on June 13, 2019, at 9:00 a.m., local time, at the offices of Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210. In this proxy
statement, we sometimes refer to Chiasma, Inc. and its subsidiaries as Chiasma, the Company, we, us, or our.
This proxy statement contains important information for you to consider when deciding how to vote on the matters for which we are soliciting proxies. Please
read it carefully.
Who Can Vote?
Only stockholders
of record at the close of business on April 26, 2019, the record date, are entitled to vote at the Annual Meeting. On the record date, there were 31,765,178 shares of our common stock outstanding and entitled to vote. Each share of common stock
is entitled to one vote.
Stockholder of Record: Shares Registered in Your Name
If, on the record date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then
you are a stockholder of record, and you can vote your shares at the Annual Meeting by one of the methods described below in the section entitled How Do I Vote and When is the Deadline for Voting?
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on the record date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner
of shares held in street name and you may vote your shares at the Annual Meeting by one of the methods described below in the section entitled How Do I Vote and When is the Deadline for Voting?
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