Current Report Filing (8-k)
June 12 2020 - 8:10AM
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 11, 2020
Catabasis
Pharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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|
001-37467
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26-3687168
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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100
High Street, 28th Floor
Boston, Massachusetts
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02110
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (617) 349-1971
(Former
Name or Former Address, if Changed Since Last Report)
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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CATB
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The
Nasdaq Stock Market LLC
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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 x
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. x
Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On
June 11, 2020, Catabasis Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s board
of directors, approved an amendment and restatement of the Company’s Amended and Restated 2015 Stock Incentive Plan (the
“2015 Plan”), which amendment and restatement had been previously approved by the Company’s board of directors
subject to stockholder approval, to:
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·
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increase the number
of shares of the Company’s common stock that may be issued under the 2015 Plan by 2,000,000, increasing the maximum
number of shares issuable under the 2015 Plan from 1,372,248 to 3,372,248; and
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·
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provide
that shares of common stock repurchased by the Company on the open market using the proceeds
from the exercise of an award under the 2015 Plan will not increase the number of shares
available for future grant awards under the 2015 Plan.
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The
description of the 2015 Plan contained in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”),
filed with the Securities and Exchange Commission on April 28, 2020, under the heading “Proposal No. 2: To Approve
an Amended and Restated 2015 Stock Incentive Plan” is incorporated herein by reference. A complete copy of the Amended and
Restated 2015 Plan, as so amended and restated, is attached hereto as Exhibit 99.1 and is 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
Company held its Annual Meeting of Stockholders on June 11, 2020. The following is a summary of the matters voted on
at that meeting.
a) The
stockholders of the Company elected Kenneth Bate, Joanne T. Beck, Ph.D. and Hugh Cole as Class II directors to the Company’s
Board of Directors, each to serve for a three-year term expiring at the annual meeting of stockholders to be held in 2023.
The results of the stockholders’ vote with respect to the election of Class II directors were as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Votes Abstaining
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Kenneth
Bate
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5,666,588
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1,428,005
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3,528,784
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—
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Joanne
T. Beck, Ph.D.
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6,630,246
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464,347
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3,528,784
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—
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Hugh
Cole
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7,023,433
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71,160
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3,528,784
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—
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b) The
stockholders of the Company approved the amendment and restatement of the 2015 Plan. The results of the stockholders’ vote
with respect to the approval of the amendment and restatement of the 2015 Plan were as follows:
Votes For
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Votes Against
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Broker Non-Votes
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Votes Abstaining
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6,819,956
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254,234
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3,528,784
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20,403
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c) The
stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2020. The results of the stockholders’ vote with
respect to the ratification of such appointment were as follows:
Votes For
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Votes Against
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Broker Non-Votes
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Votes Abstaining
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10,420,745
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177,141
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—
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25,491
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Exhibits
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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CATABASIS PHARMACEUTICALS, INC.
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Date: June 12, 2020
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By:
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/s/ Ben
Harshbarger
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Ben Harshbarger
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General Counsel
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