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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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As reported below in Item 5.07, on April 19, 2021, the stockholders of Brickell Biotech, Inc. (the “Company”) approved amendments to the Company’s 2020 Omnibus Long-Term Incentive Plan (the “Omnibus Plan”) to increase the number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), authorized for issuance under the Omnibus Plan, and the number of such shares that can be delivered in respect of incentive stock options, by 4,000,000 shares (the “Plan Amendments”). The Plan Amendments were included as Proposal 4 in the Company’s definitive proxy statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 15, 2021 (the “Proxy Statement”). A copy of the Omnibus Plan, as amended to reflect the Plan Amendments, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As reported below in Item 5.07, on April 19, 2021, the stockholders of the Company approved the Company’s Employee Stock Purchase Plan (the “ESPP”). Approval of the ESPP was included as Proposal 5 in the Proxy Statement. A copy of the ESPP is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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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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As reported below in Item 5.07, on April 19, 2021, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Common Stock from 100,000,000 to 300,000,000 (the “Charter Amendment”). The Charter Amendment, which was included as Proposal 3 in the Proxy Statement, became effective on April 19, 2021 upon filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.
A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company’s Certificate of Incorporation, as amended and restated to reflect the Charter Amendment, is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On April 19, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The following matters (the “Proposals”) were voted upon by the stockholders with the final voting results as shown:
Proposal 1: To elect two (2) directors to serve as Class II directors until the 2024 Annual Meeting of Stockholders and until their respective successors are elected.
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Name
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For
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Withhold
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Broker Non-Votes
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Robert B. Brown
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15,843,494
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3,297,564
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21,050,783
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Dennison T. Veru
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17,592,541
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1,548,517
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21,050,783
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Proposal 2 – To ratify the selection of Ernst & Young LLP to serve as the Company’s registered independent public accounting firm for the year ending December 31, 2021.
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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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39,528,838
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436,952
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226,051
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—
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Proposal 3 – To approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to 300,000,000.
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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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34,287,450
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5,451,640
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452,751
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—
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Proposal 4 – To approve amendments to the Omnibus Plan to increase the number of shares of Common Stock authorized for issuance under the Omnibus Plan, and the number of such shares that can be delivered in respect of incentive stock options, by 4,000,000 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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13,552,065
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5,281,163
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307,830
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21,050,783
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Proposal 5 – To approve the ESPP.
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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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17,318,439
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1,424,065
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398,554
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21,050,783
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Proposal 6 – To approve the issuance of more than 20% of the Common Stock pursuant to a purchase agreement with Lincoln Park Capital Fund, LLC, for purposes of Nasdaq Listing Rule 5635(d).
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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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16,012,540
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2,875,479
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253,039
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21,050,783
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All six Proposals were approved, each receiving the affirmative requisite vote of the holders of shares of Common Stock.
Each Proposal is described in detail in the Proxy Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Amendment to the Restated Certificate of Incorporation, dated April 19, 2021
3.2 Amended and Restated Certificate of Incorporation, as amended through April 19, 2021
10.1 Brickell Biotech, Inc. 2020 Omnibus Long-Term Incentive Plan, as amended through April 19, 2021
10.2 Brickell Biotech, Inc. Employee Stock Purchase Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)