Adamis Pharmaceuticals Announces Results of Annual Meeting of Stockholders
August 12 2022 - 5:00PM
Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) today announced
that its 2022 Annual Meeting of Stockholders (“Annual Meeting”) was
convened, as scheduled. At the Annual Meeting, all items of
business were considered, with the exception of Proposal 2, the
proposal to adopt and approve a proposed amendment to the company’s
restated certificate of incorporation authorizing the Board of
Directors, in its discretion, to effect a reverse stock split of
Adamis’ outstanding shares of common stock at any time on or before
December 31, 2022, as further described in the Company’s definitive
proxy statement and any supplements thereto (the “Reverse Stock
Split Proposal”). Adamis expects to file the voting results
regarding the other proposals considered today at the Annual
Meeting on a Form 8-K with the Securities and Exchange Commission
no later than August 18, 2022.
At the Annual Meeting, approximately 60% of the Company’s
outstanding common shares and 100% of the Company’s outstanding
preferred shares were represented in person or by proxy. Of the
matters presented for stockholder vote: all director nominees
proposed for election in the Company’s definitive proxy statement
were elected, stockholders voted against the proposed amendment to
the Company’s 2020 Equity Incentive Plan, stockholders voted
against approving the compensation of our named executive officers,
the selection of BDO USA, LLP as the Company’s independent
registered public accounting firm was ratified, and the
stockholders approved the proposal to adjourn the Annual Meeting,
if necessary, to solicit additional proxies if there were
insufficient votes at the time of the Annual Meeting to adopt the
Reverse Stock Split Proposal.
Based on feedback from Adamis stockholders related to the
Reverse Stock Split Proposal, the independent members of the Adamis
Board believe it is in the best interests of its stockholders to
extend the opportunity for stockholders to vote on this important
matter. Therefore, the meeting was adjourned to allow additional
time for stockholders to submit proxies with respect to the Reverse
Stock Split Proposal. The Annual Meeting will be reconvened on
Thursday, September 8, 2022 at 10:00 a.m. Pacific Time (the sole
matter of business before the reconvened Annual Meeting will be the
Reverse Stock Split Proposal).
The Adamis Board has determined, based on feedback from
stockholders, that it is necessary and appropriate to further
clarify the Board’s intentions with respect to the Reverse Stock
Split Proposal, in particular related to (i) the timing for
determining whether to implement a reverse stock split, and (ii) if
the Board determines to effect a reverse stock split, the criteria
the Board anticipates using to select a split ratio. The Board
intends to directly communicate a message to stockholders in the
next few days to provide additional clarification on both points.
The Board members believe that maintaining the Company’s
continued listing on the Nasdaq Stock Market is of fundamental
importance, and therefore, allowing additional time for
stockholders to meaningfully participate in the vote on a fully
informed basis better represents their interests.
Adamis will continue to solicit proxies from stockholders with
respect to the Reverse Stock Split Proposal, and electronic voting
platforms are expected to remain open. If you either did not vote,
or previously voted against the reverse split proposal, the Board
of Directors urges you to reconsider your vote. The Board
recommends that stockholders vote “FOR” the Reverse Stock Split
Proposal. Stockholders will be able to listen and participate in
the adjourned meeting as well as vote and submit questions during
the live webcast by visiting
www.virtualshareholdermeeting.com/ADMP2022. Stockholders will need
the control number found on their proxy card or in the instructions
that accompanied their proxy materials to participate in the
virtual meeting. Only stockholders of record on the record date of
July 6, 2022, are entitled to vote.
Adamis encourages any eligible stockholder that has not yet
voted their shares or provided voting instructions to their broker
or other record holders to do so promptly. Stockholders who need
help voting their shares may call Adamis’ proxy solicitor, Saratoga
Advisors, toll free at (888) 368-0379 or (212) 257-1311.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
allergy, opioid overdose, respiratory and inflammatory disease. The
Company’s SYMJEPI® (epinephrine) Injection products are
approved by the FDA for use in the emergency treatment of acute
allergic reactions, including anaphylaxis. The
Company’s ZIMHI™ (naloxone) Injection product is approved
for the treatment of opioid overdose. Tempol is in development for
the treatment of patients with COVID-19 and a Phase 2/3 clinical
trial is underway. For additional information about Adamis
Pharmaceuticals, please visit our website and follow us
on Twitter and LinkedIn.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements include those that express
plans, anticipation, intent, contingencies, goals, targets or
future development and/or otherwise are not statements of
historical fact. These statements are only predictions and involve
known and unknown risks, uncertainties, and other factors, which
may cause Adamis’ actual results to be materially different from
the results anticipated by such forward-looking statements. You
should not place undue reliance on any forward-looking statements.
Further, any forward-looking statement speaks only as of the date
on which it is made, and except as may be required by applicable
law, we undertake no obligation to update or release publicly the
results of any revisions to these forward-looking statements or to
reflect events or circumstances arising after the date of this
press release. Certain of these risks and additional risks,
uncertainties, and other factors are described in greater detail in
Adamis’ filings from time to time with the SEC, including its
annual report on Form 10-K for the year ended December 31,
2021, and subsequent filings with the SEC, which Adamis
strongly urges you to read and consider, all of which are available
free of charge on the SEC's website
at http://www.sec.gov.
Contacts
Adamis Investor RelationsRobert UhlManaging
DirectorICR Westwicke619.228.5886robert.uhl@westwicke.com
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