Current Report Filing (8-k)

Date : 10/25/2018 @ 9:32PM
Source : Edgar (US Regulatory)
Stock : Adhera Therapeutics Inc. (ATRX)
Quote : 0.16  0.0 (0.00%) @ 12:23PM

Current Report Filing (8-k)












Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):  

October 23, 2018


Adhera Therapeutics, Inc.


(Exact name of registrant as specified in its charter)


Delaware   000-13789   11-2658569
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)


4721 Emperor Boulevard, Suite 350

Durham, North Carolina

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code:   919-578-5901




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:


[  ] 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 (§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 5.07 Submission of Matters to a Vote of Security Holders.


The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Adhera Therapeutics, Inc. (the “Company”) was held on October 23, 2018. As of August 30, 2018, the record date for the Annual Meeting, 11,241,684 shares of common stock were issued and outstanding. The holders of the Company’s Series C Convertible Preferred Stock (the “Series C Stock”), Series D Convertible Preferred Stock (the “Series D Stock”), Series E Convertible Preferred Stock (the “Series E Stock”) and Series F Convertible Preferred Stock (the “Series F Stock”) were entitled to an additional 14,697,591 votes at the Annual Meeting, on an as-converted basis, after giving effect to the beneficial ownership limitations set forth in the Certificate of Designation of Rights, Preferences and Privileges of each of the Series C Stock, the Series D Stock, the Series E Stock and the Series F Stock, respectively. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. The voting results reported below are final.


Proposal No. 1


The Company’s stockholders elected each of the Company’s seven (7) director nominees listed below, each to serve as directors of the Company until the 2019 Annual Meeting of Stockholders, based upon the following votes:


Nominee   Votes “FOR”   Votes WITHHELD   Broker Non-Votes
Robert C. Moscato, Jr.   12,140,364   3,975,744   3,881,811
Uli Hacksell, Ph.D.   12,143,380   3,972,728   3,881,811
Isaac Blech   12,300,298   3,815,810   3,881,811
Timothy Boris   12,309,466   3,806,642   3,881,811
Erik Emerson   12,139,832   3,976,276   3,881,811
Nancy Phelan   12,139,635   3,976,473   3,881,811
Donald A. Williams   12,305,001   3,811,107   3,881,811


Proposal No. 2


The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split, at any time within two (2) years following the Annual Meeting, and in such ratio between a one-for-two and one-for-twenty reverse stock split, to be determined by the Board of Directors, to be in the best interest of the Company, based upon the following votes:


Votes “FOR”   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
13,354,526   6,527,884   115,509   0


Proposal No. 3


The Company’s stockholders approved the adoption of the 2018 Long Term Incentive Plan of the Company, based upon the following votes:


Votes “FOR”   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
9,024,533   6,374,725   716,850   3,881,811


Proposal No. 4


The Company’s stockholders ratified the appointment by the Company of Squar Milner LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 based upon the following votes:


Votes “FOR”   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
19,631,315   329,953   36,651   0


Proposal No. 5


The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers, based upon the following votes:


Votes “FOR”   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
9,459,013   5,718,786   938,309   3,881,811







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


October 25, 2018 By: /s/ Robert C. Moscato, Jr.
  Name: Robert C. Moscato, Jr.
  Title: Chief Executive Officer





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