Current Report Filing (8-k)
May 21 2020 - 4:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 20, 2020
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-15771
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83-0221517
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1330
Avenue of the Americas, 33rd Floor,
New
York, NY 10019
(Address
of principal executive offices) (Zip Code)
(646)
813-4712
(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 Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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ABEO
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Nasdaq
Capital 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).
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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
May 20, 2020, Abeona Therapeutics Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Abeona Therapeutics Inc.
2015 Equity Incentive Plan (as amended, the “Plan”) to increase the number of shares of common stock of the Company
available for issuance under the Plan by 8,000,000 shares.
For
a description of the principal terms of the Plan, see “Proposal 2 – Approval of an Amendment to the 2015 Equity Incentive
Plan” in the Company’s Proxy Statement dated April 10, 2020 for the Annual Meeting, which description is incorporated
herein by reference.
Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
May 20, 2020, the Board of Directors (the “Board”) of the Company amended and restated the Company’s Amended
and Restated Bylaws (the “Bylaws”). Among other things, the Bylaw amendments (i) provide for a majority voting standard
in the election of directors in uncontested elections, with a carve-out providing for a plurality voting standard in contested
director elections, (ii) realign the roles of Chief Executive Officer and Executive Chairman within the Company, and (iii) amend
the existing exclusive jurisdiction provisions to provide that unless the Company consents in writing to the selection of an alternative
forum, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any claims
under the Securities Act of 1933, as amended. In connection with its adoption of a majority voting standard, the Board also approved
an amendment to the Bylaws to eliminate cumulative voting in director elections.
Under
the adopted majority voting standard, the standard for uncontested elections of directors was changed to a majority voting standard
so that a nominee for director will be elected to the Board if the votes cast “for” such nominee’s election
exceed the votes cast “against” such nominee’s election. The majority voting standard adopted by the Board has
a plurality carve-out for stockholder meetings where the election of directors is a contested election (as defined in the Bylaws).
As a condition to being nominated to stand for election as director, a proposed nominee must deliver an irrevocable letter of
resignation as a director, effective upon such person’s failure to receive the required vote for reelection at the next
meeting of stockholders at which such person would face reelection. If a nominee for director is not elected and the nominee is
an incumbent director, the Board’s Nominating and Corporate Governance Committee (the “Committee”) will make
a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken.
The Board will act on the tendered resignation, taking into account the Committee’s recommendation, and publicly disclose
its decision regarding the tendered resignation and the rationale behind the decision within 90 calendar days from the date of
the certification of the election results. The Committee, in making its recommendation, and the Board, in making its decision,
may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or
her resignation will not participate in the recommendation of the Committee or the decision of the Board with respect to his or
her tender of resignation, but may participate in the recommendation or the decision regarding another director’s tender
of resignation.
The
foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a
copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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The
Annual Meeting was held virtually on May 20, 2020. The following
matters were acted upon:
Proposal
1. Election of Directors.
Christine
Silverstein and Todd Wider, M.D. were elected to serve as Class 1 directors of the Company until the 2023 annual meeting of stockholders
and until their successors are elected and qualified. The results of the election of directors are as follows:
Nominee
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Christine Silverstein
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28,335,414
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20,017,381
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17,587,623
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Todd Wider, M.D.
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37,116,431
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11,236,364
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17,587,623
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Proposal
2. Amendment to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan.
A
vote to approve an amendment to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan to increase the number of shares of our
common stock authorized for issuance thereunder from 10,000,000 to 18,000,000 shares was approved by the following votes:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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30,377,654
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17,779,573
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195,568
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17,587,623
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Proposal
3. Non-Employee Director Compensation Plan.
A
proposal to approve the Abeona Therapeutics Inc. Non-Employee Director Compensation Plan was approved by the following votes:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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42,602,829
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5,511,573
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238,393
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17,587,623
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Proposal
4. Ratification of the Appointment of Whitley Penn LLP as our Independent Registered Public Accounting Firm.
A
proposal to ratify the appointment of Whitley Penn LLP as the independent registered public accounting firm of the Company for
the current fiscal year was approved by the following votes:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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65,059,520
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463,014
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417,884
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—
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Proposal
5. Stockholder Proposal – Majority Voting.
A
stockholder proposal requesting that the Board of Directors initiate the appropriate process to amend the Company’s articles
of incorporation and/or bylaws to provide that directors shall be elected by the affirmative vote of the majority of votes cast
at an annual meeting of shareowners in uncontested elections, was approved by the following votes:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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48,130,190
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200,022
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22,583
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17,587,623
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(d)
Exhibits
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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Abeona
Therapeutics Inc.
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(Registrant)
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By:
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/s/
Edward Carr
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Name:
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Edward
Carr
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Title:
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Chief
Accounting Officer
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Date:
May 21, 2020
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