Current Report Filing (8-k)
June 22 2017 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 16, 2017
IMMUNOCELLULAR THERAPEUTICS, LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35560
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93-1301885
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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23622 Calabasas Road, Suite 300
Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (818) 264-2300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
June 16, 2017, ImmunoCellular Therapeutics, Ltd. (the
Company
) amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 25,000,000 shares to
50,000,000 shares. As described in Item 5.07 below, the stockholders of the Company approved the amendment at the 2017 Annual Meeting of Stockholders held on June 16, 2017 (the
Annual Meeting
). The amendment became
effective upon the filing of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the
Certificate of Amendment
) with the Secretary of State of the State of Delaware on June 16,
2017. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting was held on
June 16, 2017. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.
A more complete description of each matter is set forth in the Companys definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 28, 2017 (the
Proxy
Statement
).
Proposal 1 The Companys stockholders voted in favor of the election of each of the six nominated individuals to serve
as directors until the 2018 Annual Meeting of Stockholders or until his respective successor is duly elected and qualified. The tabulation of votes on this matter was as follows:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Gary S. Titus
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329,459
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247,458
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1,955,254
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Anthony Gringeri, Ph.D.
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328,222
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248,695
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1,955,254
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Rahul Singhvi, Sc.D.
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333,277
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243,640
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1,955,254
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John S. Yu, M.D.
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331,188
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245,729
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1,955,254
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Gregg A. Lapointe
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334,901
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242,016
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1,955,254
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Mark A. Schlossberg
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334,953
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241,964
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1,955,254
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Proposal 2 The Companys stockholders approved an amendment to the Companys Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of common stock of the Company from 25,000,000 shares to 50,000,000 shares. The tabulation of votes on this matter was as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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1,770,367
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744,341
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17,463
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0
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Proposal 3 The Companys stockholders ratified of the appointment of Marcum LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2017. The tabulation of votes on this matter was as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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2,222,730
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80,535
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228,906
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0
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Proposal 4 The Companys stockholders did not approve, on an advisory basis, the compensation of the
Companys named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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226,183
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156,971
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193,763
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1,955,254
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Proposal 5 The Companys stockholders approved the adjournment of the Annual Meeting, if necessary or appropriate,
to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes at the time of the Annual Meeting cast in favor of Proposal 2. The tabulation of votes on this matter was as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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1,835,367
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463,106
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233,698
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0
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. filed on June 16, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: June 22, 2017
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IMMUNOCELLULAR THERAPEUTICS, LTD.
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By:
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/s/ David Fractor
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David Fractor
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. filed on June 16, 2017.
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