Form 8-K - Current report

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): August 15, 2024

PLUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34375

33-0827593

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4200 Marathon Blvd., Suite 200, Austin, Texas 78756

(Address of principal executive offices, with zip code)

(737) 255-7194

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 Instructions 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))

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, par value $0.001

PSTV

The Nasdaq Capital Market

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders of Plus Therapeutics, Inc. (the “Company”) was held on August 15, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 10, 2024 (the “Proxy Statement”).

The Company had 5,704,219 shares of common stock issued and outstanding at the close of business on June 25, 2024, the record date for eligibility to vote at the Annual Meeting. The holders of 2,484,122 shares of the Company’s issued and outstanding common stock were represented in person virtually or represented by valid proxy at the Annual, constituting a quorum.

The vote results detailed below represent final results as certified by the inspector of elections.

Proposal No. 1 – Election of Directors.

The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board of Directors of the Company to hold office for a term expiring at the Company’s Annual Meeting of Stockholders in 2025 and until each such person’s successors is duly elected and qualified, or until his or her earlier death, resignation or removal:


	Votes For		Votes Withheld		Broker Non-Votes
Howard Clowes		1,175,799		107,484		1,200,839
An van Es-Johansson, M.D.		1,178,415		104,868		1,200,839
Richard J. Hawkins		1,159,421		123,862		1,200,839
Marc H. Hedrick, M.D.		1,183,165		100,118		1,200,839
Robert Lenk, Ph.D.		1,176,767		106,516		1,200,839
Greg Petersen		1,183,545		99,738		1,200,839

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of BDO USA, P.C. as the Company’s registered public accounting firm for the 2024 fiscal year. The votes regarding this proposal were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,434,053	44,854	5,215	0

Proposal No. 3 – Advisory Vote on the Compensation of Our Named Executive Officers.

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,115,004	163,917	4,362	1,200,839

Proposal No. 4 – Amendment and Restatement of the Company’s 2020 Stock Incentive Plan.

The Company’s stockholders approved the fourth amendment and restatement of the Company’s 2020 Stock Incentive Plan. The votes regarding this proposal were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,097,650	182,432	3,201	1,200,839

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.

Date: August 15, 2024


PLUS THERAPEUTICS, INC.

By:		/s/ Marc H. Hedrick, M.D.
		Marc H. Hedrick, M.D. President and Chief Executive Officer

Document and Entity Information	Aug. 15, 2024
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001095981
Document Type	8-K
Document Period End Date	Aug. 15, 2024
Entity Registrant Name	PLUS THERAPEUTICS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-34375
Entity Tax Identification Number	33-0827593
Entity Address, Address Line One	4200 Marathon Blvd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78756
City Area Code	(737)
Local Phone Number	255-7194
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	PSTV
Entity Emerging Growth Company	false