Current Report Filing (8-k)
June 18 2020 - 4:06PM
Edgar (US Regulatory)
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: June 16, 2020
(Date
of earliest event reported)
COHBAR,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38326
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26-1299952
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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|
(I.R.S.
Employer
Identification
No.)
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1455
Adams Drive, Suite 2050
Menlo
Park, CA 94025
(Address
of principal executive offices and zip code)
(650)
446-7888
(Registrant’s
telephone number, including area code)
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(b) under the Exchange Act (17 CFR 240.14a-12(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
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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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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
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CWBR
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Nasdaq
Capital Market
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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. ☐
COHBAR,
INC.
FORM
8-K
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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As
noted below, at the Annual Meeting of the stockholders of CohBar, Inc (the “Company”), held on June 16, 2020 (the
“Annual Meeting”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the
Company’s Amended and Restated 2011 Equity Incentive Plan (the “Plan”). The Plan Amendment was previously approved
by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting. The Plan Amendment increased
the number of shares reserved for issuance thereunder by 4,000,000. After giving effect to the Plan Amendment, there are 14,000,000
total shares reserved for issuance under the 2011 Equity Incentive Plan (including shares reserved for issuance under currently
outstanding stock options).
Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As
noted below, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s certificate
of incorporation to increase the number of the Company’s authorized shares of common stock from 75,000,000 to 180,000,000.
On June 17, 2020, the Company filed an amendment (the “Certificate Amendment”) to the Third Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate Amendment is filed as
Exhibit 3.1 to this report.
Item 5.07
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Submission
of Matters to a Vote of Security Holders.
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At the Annual Meeting, the Company’s
stockholders: (i) elected Albion Fitzgerald, Jon Stern, Nir Barzilai, Pinchas Cohen, Phyllis Gardner, David Greenwood, Misha
Petkevich and Steven Engle to the Company’s Board of Directors, each to serve until the next annual meeting of stockholders
or until their successors are duly elected and qualified; (ii) ratified the appointment of Marcum LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2020; (iii) approved the Plan Amendment; and (iv)
approved the Certificate Amendment.
The following
is a summary of the voting results for each matter submitted to the stockholders:
Proposal
1. Election of Directors
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Votes
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Broker Non-
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Name
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Votes For
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Withheld
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Votes
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Albion Fitzgerald
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18,716,331
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10,955
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6,299,384
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Jon Stern
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18,553,576
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173,710
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6,299,384
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Nir Barziali
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18,519,596
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207,690
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6,299,384
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Pinchas Cohen
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18,519,596
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207,690
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6,299,384
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Phyllis Gardner
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18,716,331
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10,955
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6,299,384
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David Greenwood
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18,716,306
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10,980
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6,299,384
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Misha Petkevich
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18,716,330
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10,956
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6,299,384
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Steven Engle
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18,553,601
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173,685
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6,299,384
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Proposal
2. Ratification of the Selection of Independent Registered Public Accounting Firm
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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24,558,327
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456,853
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11,490
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--
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Proposal
3. Approval of an Amendment to the Company’s Amended and Restated 2011 Equity Incentive Plan
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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17,339,320
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1,278,448
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109,518
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6,299,384
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Proposal
4. Approval of an Amendment to the Company’s Third Amended and Restated Certificate of Incorporation
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,047,796
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1,877,216
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101,658
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--
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
The following
exhibit is furnished herewith and this list is intended to constitute the exhibit index:
Signature
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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COHBAR,
INC.
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(Registrant)
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June
18, 2020
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By:
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/s/
Jeffrey F. Biunno
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(Date)
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Jeffrey
F. Biunno
Chief Financial Officer
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