Amended Current Report Filing (8-k/a)
August 11 2020 - 4:16PM
Edgar (US Regulatory)
0001346830
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This Amendment No. 1 to Current Report on Form 8-K ("Amendment No. 1") is being filed to amend the Current Report on Form 8-K filed by Cara Therapeutics, Inc. (the "Company") with the Securities and Exchange Commission on June 5, 2020 (the "Original 8-K"). Amendment No. 1 updates "Item 5.07 Submission of Matters to a Vote of Security Holders" in the Original 8-K to disclose the decision of the Company's Board of Directors (the "Board") on the frequency of holding a non-binding, advisory vote on executive compensation. No other changes have been made to the Original 8-K.
0001346830
2020-06-04
2020-06-04
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1 to
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 4, 2020
CARA THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36279
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75-3175693
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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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4 Stamford
Plaza
107 Elm Street, 9th
Floor
Stamford, Connecticut
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06902
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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: (203) 406-3700
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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.):
¨
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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:
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, par value $0.001 per share
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CARA
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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. ¨
Explanatory Note
This Amendment No. 1 to Current Report
on Form 8-K (“Amendment No. 1”) is being filed to amend the Current Report on Form 8-K filed by Cara Therapeutics,
Inc. (the “Company”) with the Securities and Exchange Commission on June 5, 2020 (the “Original 8-K”).
Amendment No. 1 updates “Item 5.07 Submission of Matters to a Vote of Security Holders” in the Original 8-K to disclose
the decision of the Company’s Board of Directors (the “Board”) on the frequency of holding a non-binding, advisory
vote on executive compensation. No other changes have been made to the Original 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s 2020 Annual Meeting of Stockholders convened
on June 4, 2020 (the “Annual Meeting”), a non-binding, advisory vote was conducted concerning the frequency of holding
a non-binding, advisory vote on the Company’s executive compensation. At the Annual Meeting, a majority of votes cast on
the matter were cast in favor of holding future non-binding, advisory votes on executive compensation every year. In light of this
result, the Board determined to hold future non-binding, advisory votes on executive compensation every year, so that the next
such vote will be held at the Company’s 2021 Annual Meeting of Stockholders. Under Section 14A(a)(2) of the Securities Exchange
Act of 1934, as amended, the Company will hold the next non-binding, advisory vote on the frequency of holding a non-binding, advisory
vote on the Company’s executive compensation no later than its 2026 Annual Meeting of Stockholders.
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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CARA THERAPEUTICS, INC.
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By:
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/s/ Richard Makara
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Richard Makara
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Vice President, Head of Accounting & Controller
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(Principal Financial and Accounting Officer)
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Date: August 11, 2020
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