Current Report Filing (8-k)
September 09 2019 - 4:06PM
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): September 6, 2019
PULMATRIX, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36199
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46-1821392
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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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99 Hayden Avenue, Suite 390
Lexington, MA 02421
(Address of principal executive offices) (Zip Code)
(781) 357-2333
(Registrants telephone number, including area code)
N/A
(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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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 exchange
on which registered
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Common Stock, par value $0.0001 per share
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PULM
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The NASDAQ Stock Market LLC
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On September 6, 2019, Pulmatrix, Inc. (the Company)
held its 2019 annual meeting of stockholders (the Annual Meeting). At the Annual Meeting, the stockholders approved an amendment (the Plan Amendment) to the Companys Amended and Restated 2013
Employee, Director and Consultant Equity Incentive Plan (the Plan) to increase the total number of shares of common stock authorized for issuance under such plan from 1,496,637 to 4,060,000 shares. The Plan Amendment had
been previously approved by the Companys board of directors (the Board) on June 27, 2019, subject to stockholder approval.
For more information about the Plan Amendment and the Plan, see the Companys definitive proxy statement for the Annual Meeting, filed with the
Securities and Exchange Commission on July 26, 2019 (the 2019 Proxy), the relevant portions of which are incorporated herein by reference. The description of the Plan Amendment above and such portions of the 2019 Proxy
are qualified in their entirety by reference to the full text of the Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On September 6, 2019, the Company held its Annual Meeting. A total of 13,620,360 shares of the Companys common stock were present in person or
represented by proxy at the Annual Meeting. Holders of the Companys common stock were entitled to one vote per share. The matters submitted for a vote and the related results are set forth below.
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(1)
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Election of two directors to serve as Class II directors on the Board to serve until the 2022 Annual
Meeting of Stockholders:
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Director
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For
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Withheld
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Teofilo Raad
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2,988,602
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215,287
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Matthew L. Sherman, M.D.
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2,722,310
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481,579
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(2)
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A proposal to amend the Companys Amended and Restated 2013 Employee, Director and Consultant Equity
Incentive Plan to increase the total number of shares of common stock authorized for issuance under such plan from 1,496,637 to 4,060,000 shares:
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For
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Against
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Abstain
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1,640,712
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1,478,712
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84,465
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(3)
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Ratification of the appointment of Marcum LLP as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2019:
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For
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Against
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Abstain
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13,275,363
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194,604
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150,393
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For more information about the foregoing proposals, see the 2019 Proxy, the relevant portions of which are incorporated herein
by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item 9.01
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Financial Statements and Exhibits.
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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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PULMATRIX, INC.
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Date: September 9, 2019
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By:
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/s/ William Duke, Jr.
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William Duke, Jr.
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Chief Financial Officer
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