Current Report Filing (8-k)
September 12 2022 - 06:05AM
Edgar (US Regulatory)
0000887247 false 0000887247 2022-09-08
2022-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 8, 2022
ADAMIS PHARMACEUTICALS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
0-26372 |
|
82-0429727 |
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number) |
|
(IRS
Employer Identification No.)
|
11682 El Camino Real,
Suite 300
San Diego,
CA
|
|
92130 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code:
(858)
997-2400
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock |
|
ADMP |
|
NASDAQ Capital Market |
|
Item 5.07 |
Submission of Matters to a Vote of Security
Holders. |
The 2022 annual meeting of stockholders (the “Meeting”) of Adamis
Pharmaceuticals Corporation (the “Company”) was reconvened
virtually on September 8, 2022, to consider and vote on a proposal
to adopt and approve an amendment to the Company’s Restated
Certificate of Incorporation and authorize the Board of Directors
of the Company (the “Board”), in its sole discretion, to effect a
reverse stock split of the outstanding shares of Common Stock at
any time on or before December 31, 2022, at a reverse stock split
ratio ranging from 1-for-2 to 1-for-15, as determined by the Board
at a later date (the “Reverse Stock Split Proposal”).
At the reconvened Meeting, the stockholders voted on the Reverse
Stock Split Proposal, which is described as Proposal 2 in the
Company’s definitive proxy statement filed with the Securities and
Exchange Commission on July 7, 2022 (the “Proxy Statement”). Each
share of common stock of the Company (“Common Stock”) outstanding
on the record date for the Meeting and present either by attendance
via live webcast or by proxy was entitled to one vote per share on
the Reverse Stock Split Proposal, and each of the 3,000 shares of
Series C Convertible Preferred Stock of the Company (“Series C
Preferred”), constituting 100% of the outstanding shares of Series
C Preferred, outstanding on the record date for the Meeting, all of
which were present by proxy at the Meeting, were entitled to
1,000,000 votes per share with respect to the Reverse Stock Split
Proposal. As described in the Proxy Statement, shares of Series C
Preferred may only vote on the Reverse Stock Split Proposal (and
any related proposal to adjourn the meeting to solicit additional
proxies with respect to such proposal), vote with the Common Stock
as a single class, and are, to the extent cast, voted in the same
proportion as the aggregate shares of Common Stock (excluding any
shares of Common Stock that are not voted) are voted on the Reverse
Stock Split Proposal.
The final results for each of the matters considered at the
reconvened Meeting are as set forth below.
|
1. |
Proposal to adopt and approve a proposed amendment to the
Company’s Restated Certificate of Incorporation and authorize the
Board of Directors of the Company (the “Board”), in its sole
discretion, to effect a reverse stock split of the outstanding
shares of Common Stock at any time on or before December 31, 2022,
at a reverse stock split ratio ranging from 1-for-2 to 1-for-15, as
determined by the Board at a later date:
With respect to the shares of Common Stock present in person or by
proxy at the Meeting, votes “For” were 40,947,584; votes “Against”
were 48,918,471; votes abstaining or withheld were 299,098, and
there were no broker non-votes. Including the votes of the Series C
Preferred, voting results were as follows: |
Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
1,407,901,458 |
1,681,964,597 |
299,098 |
-- |
The proposal was not approved.
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.
|
ADAMIS PHARMACEUTICALS CORPORATION |
|
|
|
|
Dated: September 12, 2022 |
By: |
/s/ David C.
Benedicto |
|
Name: |
David C. Benedicto |
|
Title: |
Chief Financial Officer |
Adamis Pharmaceuticals (NASDAQ:ADMP)
Historical Stock Chart
From Jan 2023 to Feb 2023
Adamis Pharmaceuticals (NASDAQ:ADMP)
Historical Stock Chart
From Feb 2022 to Feb 2023