Current Report Filing (8-k)
October 08 2021 - 4:31PM
Edgar (US Regulatory)
0001583771
false
0001583771
2021-10-08
2021-10-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 8, 2021
Hepion
Pharmaceuticals, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
|
|
001-36856
|
|
46-2783806
|
(State or other jurisdiction
|
|
(Commission
|
|
IRS Employer
|
of incorporation or organization)
|
|
File Number)
|
|
Identification No.)
|
399 Thornall Street, First Floor
Edison, NJ 08837
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (732) 902-4000
(Former name or former address, if changed
since last report)
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
|
|
HEPA
|
|
Nasdaq Capital Market
|
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:
¨ Written communication
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 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.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On October 7, 2021, the
Company held its 2021 Annual Meeting of Stockholders (the “Meeting”).
As
of August 23, 2021, the record date for the Meeting, there were 76,228,438 shares of our
common stock outstanding (including 3,184 shares of common stock issuable upon conversion of the Series A Preferred Stock).
At the Meeting, the stockholders
voted on the following six proposals and cast their votes as follows:
1. To elect the seven (7) persons named herein
as nominees for directors of the Company, to hold office until the next annual meeting of stockholders and until their respective successors
have been duly elected and qualified including Gary S. Jacob, Robert Foster, John P. Brancaccio, Timothy Block, Thomas Adams, Arnold Lippa
and Peter Wijngaard.
Name
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
Gary S. Jacob
|
|
14,614,045
|
|
0
|
|
12,345,825
|
Robert Foster
|
|
15,715,450
|
|
0
|
|
11,244,420
|
John P. Brancaccio
|
|
14,578,041
|
|
0
|
|
12,381,829
|
Timothy Block
|
|
15,315,744
|
|
0
|
|
29,870
|
Thomas Adams
|
|
15,067,114
|
|
0
|
|
11,892,756
|
Arnold Lippa
|
|
14,772,853
|
|
0
|
|
12,187,017
|
Peter Wijngaard
|
|
16,569,782
|
|
|
|
10,390,089
|
2. To ratify the appointment of BDO USA, LLP as
the Company’s independent auditors for the fiscal year ending December 31, 2021.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
30,159,141
|
|
11,319,200
|
|
1,274,925
|
3. To approve the Company’s 2021 Omnibus
Equity Incentive Plan.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
11,201,566
|
|
14,833,398
|
|
924,906
|
4. To approve the amendment of the Company’s certificate
of incorporation, as amended, to increase the number of shares of authorized common stock from 120,000,000 to 240,000,000.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
20,288,854
|
|
22,372,852
|
|
91,561
|
5. To approve, on an advisory basis, the compensation
of the Company’s named executive officers, referred to as “say-on-pay.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
11,566,554
|
|
14,892,712
|
|
500,604
|
6. To approve, on an advisory basis, the preferred
frequency of stockholder advisory votes on executive compensation, referred to as “say-on-frequency.
1 Year
|
|
2 Years
|
|
3 Years
|
18,019,160
|
|
836,178
|
|
6,371,648
|
On
October 8, 2021, after considering the voting results with respect to Proposal 6 discussed above, the Board decided that future Say-on-Pay
Votes will continue to be held every year until such time that the frequency vote is next presented to shareholders or until the Board
determines otherwise.
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.
Dated: October 8,
2021
|
HEPION PHARMACEUTICALS, INC.
|
|
|
|
|
|
By:
|
/s/
Robert Foster
|
|
Robert Foster
|
|
Chief Executive
Officer
|
Hepion Pharmaceuticals (NASDAQ:HEPA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Hepion Pharmaceuticals (NASDAQ:HEPA)
Historical Stock Chart
From Apr 2023 to Apr 2024