Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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2021 Annual Meeting of Stockholders
On June 10, 2021, the Company held its 2021 Annual
Meeting of Stockholders (“Annual Meeting”). There were 31,165,388 shares of common stock represented at the Annual Meeting
by valid proxies or voted at the meeting, which was approximately 83.53% of the shares of common stock entitled to vote at the Annual
Meeting.
The Company’s stockholders considered two
proposals at the Annual Meeting, each of which are outlined below and described in more detail in the definitive proxy statement for the
Annual Meeting, which was filed with the SEC on April 30, 2021. The final voting results for each matter submitted to a stockholder vote
at the Annual Meeting are as follows:
Proposal 1 - Election of Directors
The Company’s stockholders
elected the two Class III directors, to hold office until the 2024 Annual Meeting of Stockholders or until their successors have been
duly elected and qualified, or, if sooner, until their death, resignation or removal.
Director Nominees
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For
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Withheld
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Broker Non-Votes
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David C. Hastings
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23,750,824
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797,422
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6,617,142
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Manoussos Perros, Ph.D.
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23,837,471
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710,775
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6,617,142
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Proposal 2 - Ratification of the selection of the independent
registered public accounting firm
The Company’s stockholders ratified the selection
by the Audit Committee of the board of directors of KPMG LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2021.
For
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Against
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Abstain
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Broker Non-Votes
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30,937,970
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223,592
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3,826
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—
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Special Meeting of Stockholders
On June 10, 2021, the Company held the Special
Meeting. There were 22,404,658 shares of common stock represented at the Special Meeting by valid proxies or voted at the meeting, which
was approximately 60.05% of the shares of common stock entitled to vote at the Special Meeting.
The Company’s stockholders considered two
proposals at the Special Meeting, each of which are outlined below and described in more detail in the Company’s definitive proxy
statement for the Special Meeting, which was filed with the SEC on May 17, 2021. The final voting results for each matter submitted to
a stockholder vote at the Special Meeting are as follows:
Proposal 1 — Option Exchange Proposal:
The Company’s stockholders approved the stock option exchange.
For
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Against
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Abstain
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Broker Non-Votes
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21,035,048
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1,344,233
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25,377
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—
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Proposal 2 – Private Placement Proposal:
The Company’s stockholders approved the issuance of securities
in the Second Closing, which, combined with the First Closing, would result the issuance of more than 20% of our outstanding shares at
a discount.
For
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Against
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Abstain
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Broker Non-Votes
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22,209,069
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170,196
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25,393
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—
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Forward-Looking Statements
Any
statements in this Current Report about the Company’s future expectations, plans and prospects, including statements about
the expected Second Closing and other statements containing the words such as “may,” “will,” “expect,”
“plan,” “anticipate,” “estimate,” “intend” and similar
expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially
from current expectations and beliefs, including but not limited to: whether the conditions for
the closings of the Private Placement will be satisfied; competitive factors; general economic and market conditions and the risks more
fully described in the Company’s filings with the SEC, including the section titled “Risk Factors” contained
therein. Forward-looking statements contained in this Current Report are made as of this date, and except as required by law, the Company
assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information
becomes available.