Current Report Filing (8-k)
June 23 2020 - 08:37AM
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 (Date of earliest event
reported): June 17, 2020
Millendo Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-35890 |
|
45-1472564 |
(State
or other jurisdiction
of incorporation or
organization) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
110 Miller Avenue,
Suite 100
Ann Arbor,
Michigan |
|
48104 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (734)
845-9000
(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 |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
|
Common Stock, par value $0.001
per share |
|
MLND |
|
The Nasdaq Capital Market,
LLC |
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 5.02. |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensation Arrangements of Certain Officers. |
On June 17, 2020, the Compensation Committee (the “Committee”) of
the Board of Directors (the “Board”) of Millendo Therapeutics, Inc.
(the “Company”) approved amendments to the Millendo Therapeutics,
Inc. (formerly OvaScience, Inc.) 2012 Stock Incentive Plan (the
“2012 Plan Amendment”) and the Millendo Therapeutics, Inc. 2019
Equity Incentive Plan (the “2019 Plan Amendment”, and together with
the 2012 Plan Amendment, the “Plan Amendments”). The Plan
Amendments, effective June 17, 2020, amend the Company’s 2012 Stock
Incentive Plan and 2019 Equity Incentive Plan (together, as
amended, the “Plans”). The Plans are designed to promote the
interests of the Company and its stockholders by enabling the
Company to offer an opportunity to employees and consultants to
receive grants of equity-based and cash-based incentive awards, so
as to better attract, retain, and reward them, to align their
interests with those of stockholders, and to provide them with an
incentive for outstanding performance to generate superior returns
to the Company’s stockholders. The Plan Amendments require the
acceleration of all outstanding unvested stock awards prior to the
consummation of a change in control of the Company, if such stock
awards are not assumed by the surviving corporation or acquiring
corporation (or its parent company) or substituted with similar
awards for such outstanding stock awards. The Plan Amendments
affect the terms applicable to awards granted under, or otherwise
subject to the terms of, the Plans, enabling the Company to
continue to use the Plans as critical tools to attract, motivate,
reward, and retain key employees.
The foregoing summary description of the Plan Amendments are
qualified in their entirety by reference to the actual terms of the
Plan Amendments, copies of which are attached to this Current
Report on Form 8-K as Exhibits 10.1 and 10.2, and are incorporated
by reference into this Item 5.02.
|
Item 5.07. |
Submission of Matters to a Vote
of Security Holders. |
At the annual meeting of the Company’s stockholders held on
June 19, 2020, the Company’s stockholders voted on the
following three proposals and the Company’s inspector of election
certified the vote tabulations indicated below.
Proposal 1. Election of Directors
The individuals listed below were elected as Class II
directors at the Annual Meeting to serve on the
Company’s board of directors for a term of three years or until
their respective successors are duly elected and qualified.
|
Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
| Carole L.
Nuechterlein, J.D. |
|
10,352,756 |
|
92,990 |
|
3,179,760 |
| James M. Hindman |
|
10,366,960 |
|
78,786 |
|
3,179,760 |
| Geoff Nichol, M.B.,
Ch.B., M.B.A. |
|
10,404,975 |
|
40,771 |
|
3,179,760 |
Proposal 2. Ratification of the Selection of the
Company’s Accounting Firm
Proposal 2 was a proposal to ratify the appointment of
Ernst & Young LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2020.
This proposal was approved with the votes set forth below:
|
Votes For |
|
Votes Against |
|
Abstentions |
|
13,462,893 |
|
112,581 |
|
50,032 |
Proposal 3. Approval of the Compensation of the
Company’s Named Executive Officers
Proposal 3 was a proposal to approve the compensation of the
Company’s named executive officers, on an advisory basis. This
proposal was approved with the votes set forth below:
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
8,812,189 |
|
1,132,009 |
|
501,548 |
|
3,179,760 |
On June 23, 2020, the Company issued a press release providing a
corporate and pipeline update, and updated the Corporate Presentation that it intends to
use in connection with its presentations at conferences and in
meetings with investors. Copies of the Company’s press release and
Corporate
Presentation are
attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
+ Indicates management contract or
compensatory plan.
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.
| |
|
MILLENDO
THERAPEUTICS, INC. |
| |
|
|
| Date: June 23,
2020 |
By: |
/s/ Julia C. Owens,
Ph.D. |
| |
|
Julia C. Owens, Ph.D. |
| |
|
President and Chief Executive
Officer |
