Current Report Filing (8-k)
September 08 2020 - 4:29PM
Edgar (US Regulatory)
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2020-09-03
2020-09-03
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): September 3, 2020
ADAMIS PHARMACEUTICALS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
0-26372
|
|
82-0429727
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
11682 El Camino Real, Suite 300
San Diego, CA
|
|
|
|
92130
|
(Address
of Principal Executive Offices)
|
|
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (858) 997-2400
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))
|
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common Stock
|
ADMP
|
NASDAQ Capital Market
|
|
Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
The
2020 annual meeting of stockholders (the “Meeting”) of Adamis Pharmaceuticals Corporation (the “Company”)
was reconvened on September 3, 2020, to consider and vote on (i) a proposal to approve an amendment to the Company’s Restated
Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 100,000,000
to 200,000,000, and (ii) a proposal to adopt and approve an amendment to the Company’s Restated Certificate of Incorporation
to effect a reverse stock split of the Company’s outstanding shares of common stock, if the Company’s Board of Directors
in its discretion determines to effect a reverse stock split at any time before December 31, 2020, at a reverse stock split ratio
ranging from 1-for-2 to 1-for-15, as determined by the Board of Directors at a later date.
At
the reconvened Meeting, the stockholders voted on the following proposals, each of which is described in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on July 10, 2020, as supplemented.
The
final results for each of the matters considered at the reconvened Meeting were as follows:
1.
Approval
of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of common stock
authorized to be issued by the Company from 100,000,000 to 200,000,000:
|
Votes
For
|
Votes
Against
|
Votes
Abstaining
|
Broker
Non-Votes
|
Common Stock
|
38,597,707
|
18,875,371
|
1,126,693
|
|
Series B Preferred
|
1,000,000
|
|
|
|
The
proposal was approved.
2.
Approval
of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s
outstanding shares of common stock, if the Company’s Board of Directors in its discretion determines to effect a reverse
stock split at any time before December 31, 2020, at a reverse stock split ratio ranging from 1-for-2 to 1-for-15, as determined
by the Board of Directors at a later date:
|
Votes
For
|
Votes
Against
|
Votes
Abstaining
|
Broker
Non-Votes
|
Common Stock
|
32,833,457
|
24,990,669
|
775,645
|
|
Series B Preferred
|
1,000,000
|
|
|
|
The
proposal was not approved.
|
Item
9.01
|
Financial
Statements and Exhibits
|
None.
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.
|
ADAMIS
PHARMACEUTICALS CORPORATION
|
|
|
|
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Dated: September 8, 2020
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By:
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/s/ Robert O. Hopkins
|
|
Name:
|
Robert O. Hopkins
|
|
Title:
|
Chief Financial Officer
|
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