Current Report Filing (8-k)
October 25 2018 - 4:32PM
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):
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October
23, 2018
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Adhera
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-13789
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11-2658569
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4721
Emperor Boulevard, Suite 350
Durham, North Carolina
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27703
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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:
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919-578-5901
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
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
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Votes
“FOR”
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Votes
WITHHELD
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Broker
Non-Votes
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Robert
C. Moscato, Jr.
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12,140,364
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3,975,744
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3,881,811
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Uli
Hacksell, Ph.D.
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12,143,380
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3,972,728
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3,881,811
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Isaac
Blech
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12,300,298
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3,815,810
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3,881,811
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Timothy
Boris
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12,309,466
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3,806,642
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3,881,811
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Erik
Emerson
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12,139,832
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3,976,276
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3,881,811
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Nancy
Phelan
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12,139,635
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3,976,473
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3,881,811
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Donald
A. Williams
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12,305,001
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3,811,107
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3,881,811
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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”
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Votes
AGAINST
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Votes
ABSTAINED
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Broker
Non-Votes
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13,354,526
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6,527,884
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115,509
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0
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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”
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Votes
AGAINST
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Votes
ABSTAINED
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Broker
Non-Votes
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9,024,533
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6,374,725
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716,850
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3,881,811
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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”
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Votes
AGAINST
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Votes
ABSTAINED
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Broker
Non-Votes
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19,631,315
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329,953
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36,651
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0
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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”
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Votes
AGAINST
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Votes
ABSTAINED
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Broker
Non-Votes
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9,459,013
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5,718,786
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938,309
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3,881,811
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SIGNATURES
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.
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ADHERA THERAPEUTICS, INC.
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October
25, 2018
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By:
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/s/
Robert C. Moscato, Jr.
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Name:
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Robert
C. Moscato, Jr.
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Title:
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Chief
Executive Officer
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Adhera Therapeutics (CE) (USOTC:ATRX)
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