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): June 9, 2020
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LUMOS
PHARMA, INC.
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(Exact name of registrant as
specified in its charter)
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Delaware
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001-35342
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42-1491350
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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4200
Marathon Blvd., Suite 200
Austin, TX
78756
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(Address of principal
executive offices)
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Registrant's telephone
number, including area code:
(512) 215-2630
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Not
applicable
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(Former name or former
address, if changed since last report.)
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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):
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))
Securities registered
pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common Stock
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LUMO
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The Nasdaq Stock
Market
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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). o
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 o
Item
8.01 Other
Events.
Annual
Meeting of Stockholders
Lumos Pharma,
Inc. (the “Company”) today announced that its Board of Directors
(the “Board”) has established Tuesday, July 28, 2020 as the date
for the next Annual Meeting of Stockholders of the Company (the
“Annual Meeting”), to be held virtually. The Board also established
the close of business on June 12, 2020 as the record date for the
determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting. The time and virtual attendance
instructions of the Annual Meeting will be set forth in the
Company’s proxy statement for the Annual Meeting, to be
electronically filed prior to the Annual Meeting with the U.S.
Securities and Exchange Commission (“SEC”).
Stockholder
Nomination of Directors
Because the
Annual Meeting will be held more than 30 days from the anniversary
date of the Company’s last annual meeting of stockholders on May 9,
2019, in accordance with Rule 14a-5(f) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company
is hereby informing its stockholders of the following:
For stockholders
who desire to submit a proposal for consideration at the Annual
Meeting and wish to have such proposal included in the Company’s
proxy statement, the Company has set a new deadline for the receipt
of such proposals in accordance with Rule 14a-8 under the Exchange
Act. In order to be considered timely, the proposal must be
received at the Company’s principal executive offices no later than
June 19, 2020, which the Company has determined is a reasonable
time before the Company begins to print and mail its proxy
materials. Such stockholder proposals must also comply with the
other requirements of Rule 14a-8 of the Exchange Act.
In addition, if a
stockholder of the Company intends to nominate a person for
election to the Board at the Annual Meeting or who intends to
submit a proposal regarding any other matter of business at the
Annual Meeting but who does not intend for such proposal to be
included in the Company’s proxy materials, the deadline for
submitting the notice of such nomination or other proposal is the
close of business on June 19, 2020. Any notice should be delivered
to Lumos Pharma, Inc., 4200 Marathon Blvd., Suite 200, Austin,
Texas 78756, Attention: Corporate Secretary. Any such notice must
also comply with the requirements of Delaware law, the rules and
regulations promulgated by the SEC and our amended and restated
bylaws, as applicable.
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.
Dated: June
9, 2020
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LUMOS PHARMA,
INC.,
a Delaware
corporation
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By:
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/s/
Richard J. Hawkins
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Richard J.
Hawkins
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Its:
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Chief Executive
Officer
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