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 9, 2020 (September 4, 2020)

 

 

 

Seneca Biopharma, Inc.

(Exact name of registrant as specified in Charter)

 

Delaware   001-33672   52-2007292

(State or other jurisdiction of

incorporation or organization)

  (Commission File No.)   (IRS Employee Identification No.)

 

20271 Goldenrod Lane, 2 nd Floor, Germantown, Maryland 20876

(Address of Principal Executive Offices)

 

(301) 366-4960

(Issuer Telephone number)

 

 

  

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 Class   Trading Symbol   Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share   SNCA   NASDAQ Capital Market

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On September 4, 2020, Seneca Biopharma, Inc. (“Company”) resumed its 2020 Annual Meeting (“Annual Meeting”) at 2:00 p.m. EDT, which has been previously adjourned on August 7, 2020. The Annual Meeting was held virtually. Only stockholders of record as of the close of business on June 19, 2020 (“Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 17,295,703 shares of the Company’s common stock were issued, outstanding and entitled to vote, of which 12,174,219 shares were represented, in person or by proxy, and constituted a quorum for purposes of the Annual Meeting. The final results of the stockholder vote on each previously adjourned proposal brought before the Annual Meeting were as follows: 

 

(a) Proposal 3. The ratification of the filing and effectiveness of the amendment to the Company’s amended and restated certificate of incorporation that was filed with the Secretary of State of the State of Delaware on July 10, 2019, and the effectiveness of the 1-for-20 reverse stock split effected thereby on July 17, 2019 was approved based upon the following votes:

 

Votes For Votes Against Abstentions Non-Votes
8,941,153 3,106,616 126,450 0

 

Accordingly, the Company will file a certificate of validation in respect of the matters contained in Proposal 3 with the Delaware Secretary of State.

 

(b) Proposal 4. The approval of an amendment to the Company’s amended and restated certificate of incorporation to authorized he Board of Directors to effect a reverse split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-2 and not more than 1-for-25 with the Board having the discretion as to whether or not the reverse stock split is to be effected at any time prior to the one (1) year anniversary of the Annual Meeting, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board in its sole discretion, failed to pass based upon the following votes:

 

Votes For Votes Against Abstentions Non-Votes
7,391,069 4,662,274 120,874 0

 

(c) Proposal 7. The adoption of Seneca Biopharma 2020 Equity Incentive Plan and the grants issued thereunder was approved based upon the following votes:

 

Votes For Votes Against Abstentions Non-Votes
3,565,562 3,284,766 133,859 5,190,032

 

Item 7.01 Regulation FD Disclosure.

 

A copy of the recording of the Annual Meeting is contained on our website at https://senecabio.com/news-media/events/senecabio-stockholders-meeting-8-7-2020.mp3. The recording can also be accessed through the “Events” section of the “News and Media” tab on our website at www.senecabio.com.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 9, 2020 Seneca Biopharma, Inc.
     
     
    /s/ Kenneth Carter
    By: Kenneth Carter
    Executive Chairman
     

 

 

 

 

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