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)
May 15, 2018
CERECOR INC.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
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001-37590
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45-0705648
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(Commission File Number)
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(IRS Employer Identification No.)
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400 E. Pratt Street, Suite 606, Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code
(410) 522-8707
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
x
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.
x
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2018 Annual Meeting on May 15, 2018. At the Annual Meeting, stockholders voted on the following items:
1.
Proposal 1: To approve an amendment to the Companys Certificate and Bylaws to declassify the Board. This proposal was approved by the votes indicated below:
For
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Against
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Abstain
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Broker Non-Votes
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23,286,049
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31,990
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35,083
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None
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2.
Proposal 2: Upon the approval of the first proposal, to elect seven nominees to the board of directors to hold office until the 2019 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following nominees were elected to the Companys board of directors, with the voting results for each nominee as shown:
Members
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For
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Withheld
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Broker Non-Votes
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Uli Hacksell, Ph.D.
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22,909,520
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443,602
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None
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Isaac Blech
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22,952,437
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400,685
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None
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Steven J. Boyd
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20,265,001
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3,088,121
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None
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Peter Greenleaf
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22,977,619
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375,503
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None
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Phil Gutry
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22,956,258
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396,864
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None
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Simon C. Pedder, Ph.D.
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20,261,430
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2,945,682
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None
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Magnus Persson, M.D., Ph.D.
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22,953,729
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399,393
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None
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3.
Proposal 4: To approve an amendment to the Certificate to eliminate the provision requiring a super-majority stockholder vote to amend the Certificate. The votes indicated below resulted in this proposal not being approved:
For
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Against
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Abstain
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Broker Non-Votes
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20,219,177
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3,087,618
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46,327
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None
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4.
Proposal 5: To approve an amendment to the Certificate and Bylaws to eliminate the provisions requiring a super-majority stockholder vote to amend the Bylaws. The votes indicated below resulted in this proposal not being approved:
For
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Against
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Abstain
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Broker Non-Votes
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20,216,086
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3,089,429
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47,607
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None
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5.
Proposal 6: To approve an amendment to our Certificate and Bylaws to allow stockholders to act by majority written consent as long as Armistice Capital LLC owns at least 40% of our outstanding stock. The votes indicated below resulted in this proposal not being approved:
For
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Against
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Abstain
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Broker Non-Votes
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20,201,534
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3,110,595
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40,993
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None
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3
6.
Proposal 7: To approve, as required by and in accordance with NASDAQ Listing Rule 5635(d), the issuance of an aggregate of 2,349,968 additional shares of the Companys common stock pursuant to our November 17, 2017 agreements to acquire TRx Pharmaceuticals, LLC and its subsidiaries. This proposal was approved by the votes indicated below:
For
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Against
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Abstain
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Broker Non-Votes
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23,170,126
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143,559
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39,437
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None
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7.
Proposal 8: To approve the Cerecor Inc. Amended and Restated 2016 Equity Incentive Plan. This proposal was approved by the votes indicated below:
For
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Against
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Abstain
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Broker Non-Votes
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17,504,326
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610,190
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53,690
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5,184,916
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
4
SIGNATURE
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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CERECOR INC.
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Date: May 17, 2018
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/s/ Peter Greenleaf
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Peter Greenleaf
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Chief Executive Officer
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5
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