Current Report Filing (8-k)
June 23 2020 - 8:37AM
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
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001-35890
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45-1472564
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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110 Miller Avenue, Suite 100
Ann Arbor, Michigan
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48104
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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: (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
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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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MLND
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The Nasdaq Capital 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 ¨
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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensation Arrangements of Certain Officers.
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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.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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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
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Votes For
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Votes Withheld
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Broker Non-Votes
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Carole L. Nuechterlein, J.D.
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10,352,756
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92,990
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3,179,760
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James M. Hindman
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10,366,960
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78,786
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3,179,760
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Geoff Nichol, M.B., Ch.B., M.B.A.
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10,404,975
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40,771
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3,179,760
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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
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Votes Against
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Abstentions
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13,462,893
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112,581
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50,032
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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
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Votes Against
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Abstentions
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Broker Non-Votes
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8,812,189
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1,132,009
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501,548
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3,179,760
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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.
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MILLENDO THERAPEUTICS, INC.
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Date: June 23, 2020
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By:
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/s/ Julia C. Owens, Ph.D.
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Julia C. Owens, Ph.D.
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President and Chief Executive Officer
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