Current Report Filing (8-k)
March 05 2018 - 5:08PM
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): February 27, 2018
GI DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-55195
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84-1621425
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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355 Congress Street
Boston, MA 02210
(Address
of principal executive offices and zip code)
Registrants telephone number, including area code:
(781) 357-3300
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 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
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Submission of Matters to a Vote of Security Holders
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GI Dynamics, Inc. (the Company) held a
special meeting of stockholders (the Special Meeting) at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111 on February 27, 2018 EST. Of the Companys 11,157,489 shares of
common stock issued and outstanding and eligible to vote as of the record date of December 31, 2017, a quorum of 7,983,326 shares, or 71.55% of the eligible shares, was present in person or represented by proxy. Each of the matters set forth
below is described in detail in the definitive proxy statement filed with the Securities and Exchange Commission on February 6, 2018. The following actions were taken at the Special Meeting:
Proposal 1
- For the purposes of Australian Securities Exchange (ASX) Listing Rule 7.4 and for all other purposes, to ratify the prior
issue by the Company of 28,467,063 CHESS Depositary Interests (CDIs) (equivalent to 569,341 shares of common stock of the Company (Shares)) in the capital of the Company with an issue price of A$0.035 per CDI under a private
placement to select sophisticated and professional investors in Australia and the United States on the terms and conditions set out in the accompanying proxy statement . This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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7,890,684*
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642
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0
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0
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Proposal 2
- For the purposes of ASX Listing Rule 10.11 and for all other purposes, to approve our issue of 27,391,756
CDIs (equivalent to 547,835 Shares) in the capital of GI Dynamics, Inc. with an issue price of A$0.035 per CDI under a private placement to Crystal Amber Fund Limited, an existing shareholder, on the terms and conditions set out in the accompanying
proxy statement. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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2,770,577**
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642
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0
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0
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Proposal 3
- For the purposes of ASX Listing Rule 10.1 and for all other purposes, to approve our issue of 2,921,800
CDIs (equivalent to 58,436 Shares) in the capital of GI Dynamics, Inc. with an issue price of A$0.035 per CDI under a private placement to Timothy J. Barberich, one of our
non-executive
directors, on the terms
and conditions set out in the accompanying proxy statement. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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7,979,053
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4,273
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0
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0
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Proposal 4
- To authorize an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit
additional proxies if there are not sufficient votes in favor of Proposals 1 through 3. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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7,977,624
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550
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5,152
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0
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Of the 7,982,684 votes to approve Proposal 1, 92,000 votes were disregarded because the voting shareholder is an investor in the private placement that is the subject of Proposal 1.
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**
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Of the 7,982,684 votes to approve Proposal 2, 5,212,107 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder whose investment is the subject of Proposal 2.
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SIGNATURES
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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GI DYNAMICS, INC.
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Dated: March 5, 2018
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/s/ Houry Youssoufian
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Houry Youssoufian
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VP Finance and Secretary
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