Current Report Filing (8-k)
August 17 2022 - 4:16PM
Edgar (US Regulatory)
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2022-08-17
2022-08-17
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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): August 17, 2022
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-15771 |
|
83-0221517 |
(State or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
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):
☐ |
|
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 |
|
Name
of each exchange on which registered |
Common
Stock, $0.01 par value |
|
ABEO |
|
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
annual meeting of stockholders of Abeona Therapeutics Inc. (the “Company”) was held virtually on August 17, 2022. The following
matters were acted upon:
Proposal
1. Election of Directors.
Mark
J. Alvino, Faith L. Charles and Donald A. Wuchterl were elected to serve as Class 3 directors of the Company until the 2025 annual
meeting of stockholders and until their successors are elected and qualified. The results of the election of directors are as follows:
Nominee | |
Votes
For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
Mark
J. Alvino | |
| 1,248,722 | | |
| 359,550 | | |
| 47,530 | | |
| 1,354,739 | |
Faith
L. Charles | |
| 1,340,619 | | |
| 267,345 | | |
| 47,838 | | |
| 1,354,739 | |
Donald
A. Wuchterl | |
| 1,345,606 | | |
| 260,903 | | |
| 49,293 | | |
| 1,354,739 | |
Proposal
2. Amendment to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan.
A
proposal to amend the Abeona Therapeutics Inc. 2015 Equity Incentive Plan to increase the number of shares of our common stock authorized
for issuance thereunder from 720,000 to 1,440,000 shares was approved based on the following votes:
Votes
For | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
987,353 | |
| 648,299 | | |
| 20,150 | | |
| 1,354,739 | |
Proposal
3. Advisory Vote on Compensation of Named Executive Officers.
An
advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:
Votes
For | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
1,260,149 | |
| 371,509 | | |
| 24,144 | | |
| 1,354,739 | |
Proposal
4. Advisory Vote on Frequency of Future Advisory Votes on Compensation of Named Executive Officers.
The
stockholders advised that they were in favor of one year as the frequency of holding future advisory votes on the compensation of the
Company’s named executive officers. In accordance with the recommendation of the Board of Directors of the Company and the voting
results for this proposal, the Company will hold future advisory votes on the compensation of the Company’s named executive officers
every year. The next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named
executive officers will take place no later than at the Company’s 2028 annual meeting of stockholders:
1
Year | |
2
Years | | |
3
Years | |
Abstentions | | |
Broker
Non-Votes | |
1,512,890 | |
| 21,440 | | |
| 73,622 | |
| 47,850 | | |
| 1,354,739 | |
Proposal
5. 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 | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
2,938,333 | |
| 56,084 | | |
| 16,124 | | |
| — | |
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.
|
Abeona
Therapeutics Inc. |
|
(Registrant)
|
|
|
|
|
By: |
/s/
Joseph Vazzano |
|
Name: |
Joseph
Vazzano |
|
Title: |
Chief
Financial Officer |
Date:
August 17, 2022
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