Current Report Filing (8-k)
August 26 2019 - 4:00PM
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: August 22, 2019 (Date of
earliest event reported)
CAPSTONE THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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000-21214
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86-0585310
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1275 West
Washington Street, Suite 104, Tempe, Arizona
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85281
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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:
(602) 286-5520
Securities registered pursuant to Section 12(b) of the Act:
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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
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CAPS
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OTCQB
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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 (§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. ☐
Section 1 –
Registrant’s Business and Operations
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Item 1.01
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Entry into a Material Definitive Agreement.
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CONTINGENT VALUE RIGHTS
To allow stockholders
as of the Record Date (July 10, 2019) to participate in the value, if any, of the development efforts of the Company’s approximately
60% owned subsidiary, LipimetiX Development, Inc. (the “JV”), the Board approved the issuance of certain contingent
value rights (“CVR”) pursuant to the terms of a Contingent Value Rights Agreement (the “CVR Agreement”).
The issuance of the CVRs and the CVR Agreement were contingent upon the approval of the Reverse Stock Split (Proposal 2) at the
Annual Meeting held on August 22, 2019. The intent of the CVRs is to provide payment to the stockholders, option holders and warrant
holders as of the Record Date of the future value realized, if any, and subject to various costs and expenses, from the Company’s
ownership interest in the JV.
The Board of the
Company approved the issuance of a Contingent Value Right (“CVR”) as described in our Proxy Statement filed on
Form DEF 14A with the Securities and Exchange Commission on July 10, 2019. The CVR will be effective August 23, 2019. The
issuance of the CVR will result in deconsolidation of LipimetiX Development, Inc. (“LDI”) from the
Company’s consolidated financial statements and the treatment in the Company’s financial statements of
the Company’s investment in LDI as if it was a dividend to the shareholders. Subsequent to August 23, 2019 the Company
will have no economic interest in LDI, as per the CVR, the net proceeds from the Company’s investment in LDI will be
distributed to the shareholders of record on the Record Date, July 10, 2019. In conjunction with issuance of the CVR, the
Company and Buyer (Lender) on August 23, 2019 entered into the Third Amendment to the Securities Purchase, Loan and Security
Agreement , attached as exhibit 10.2 this Current report on Form 8-K, to release LDI from Collateral and release Buyers
security interest in the Company’s investment in LDI under the Securities Purchase, Loan and Securities Agreement .
Section 3 – Securities and Trading
Markets
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information included
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Section 5 - Corporate Governance and Management
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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In connection with
the approval by our shareholders at the Annual Meeting held on August 22, 2019 of the reverse stock split, as described in this
Current Report on Form 8-K, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware. The Certificate of Amendment to the Restated Certificate of Incorporation provides
for each 1,000 shares of the Company’s Common Stock issued and outstanding on the Effective Date (12:01AM Eastern August
31, 2019) to be combined into one share. The Certificate of Amendment to the Restated Certificate of Incorporation is included
as Exhibit 3.1 to this Current Report on Form 8-K.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Annual Meeting of Stockholders
(a) Our Annual Meeting of stockholders was held on August 22,
2019 with a quorum in attendance.
(b) At our Annual Meeting, stockholders elected our nominees
for Directors; approved a reverse stock split of 1,000 to 1 shares, gave an advisory vote on executive compensation and the frequency
of future advisory votes on executive compensation, and ratified the appointment of Eide Bailly LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2019. The certified results of the matters voted upon at our Annual
Meeting, which are more fully described in our definitive proxy statement filed with the SEC on July 10, 2019, are as follows:
Proposal 1: Proposal to elect one
Class I Director, two Class II Directors and two Class III Directors, to serve until the Annual Meeting of Stockholders to be held
in the year 2022, 2020 and 2021:
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Number of Shares
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Director Nominee
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Fredric J. Feldman, PhD. (Class I)
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28,145,868
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10,084,472
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12,855,785
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Number of Shares
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Director Nominee
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FOR
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WITHHELD
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BROKER
NON-VOTES
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John M. Holliman, III (Class II)
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28,165,243
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10,065,097
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12,855,785
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Number of Shares
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Director Nominee
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Matthew E. Lipman (Class II)
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28,147,048
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10,083,292
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12,855,785
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Number of Shares
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Director Nominee
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Elwood D. Howse, Jr. (Class III)
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28,161,215
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10,069,125
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12,855,785
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Number of Shares
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Director Nominee
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Michael M. Toporek (Class III)
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28,153,135
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10,077,205
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12,855,785
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Proposal 2: Approval to amend the Company’s Restated
Certificate of Incorporation, to effect a reverse split of the common stock, par value $0.0005 per share, of the Company (the “Common
Stock”) in a ratio of 1-for-1,000 (the “Reverse Stock Split”), which would result in (i) holdings prior to such
split of fewer than 1,000 shares of Common Stock being converted into a fractional share, which will then be immediately cancelled
and converted into a right to receive the cash consideration described in our definitive proxy statement, and (ii) the Company
having fewer than 300 stockholders of record, allowing the Company to deregister its Common Stock under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and avoid the costs associated with being a public reporting company:
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Number of Shares
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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36,128,668
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14,875,186
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82,271
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0
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Proposal 3: An advisory vote to
approve the compensation of our named executive officers (“say-on-pay”):
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Number of Shares
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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29,333,583
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8,867,070
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29,687
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N/A
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Proposal 4: Advisory
Vote on Frequency of Holding Future Votes on Executive Compensation:
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Number of Shares
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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BROKER
NON-VOTES
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3,548,561
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22,576
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26,916,709
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7,742,494
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12,855,785
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Proposal 5: Proposal to Ratify the
Appointment of Eide Bailly LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2019
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Number of Shares
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FOR
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AGAINST
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ABSTAIN
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42,746,459
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8,117,816
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221,850
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Section 9 - Financial
Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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Dated: August 26, 2019
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CAPSTONE THERAPEUTICS CORP.
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/s/ John M. Holliman, III
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John M. Holliman, III
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Executive Chairman
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