Current Report Filing (8-k)
August 24 2020 - 4:37PM
Edgar (US Regulatory)
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2020-08-20
2020-08-20
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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 20, 2020
ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
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0-26372
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82-0429727
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11682 El Camino Real, Suite 300
San Diego, CA
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92130
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (858) 997-2400
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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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
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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ADMP
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NASDAQ
Capital Market
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Item 5.02
Departure of Certain Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further
described below in Item 5.07, on August 20, 2020, at the 2020 Annual Meeting of Stockholders (the “Meeting”) of
Adamis Pharmaceuticals Corporation (the “Company”), the stockholders approved and adopted the 2020
Equity Incentive Plan (the “Plan”). The Plan had previously been approved by the Board of Directors, subject to
stockholder approval of the Plan. The Plan is described in greater detail in the Company’s definitive proxy statement
for the Meeting, filed with the Securities and Exchange Commission on July 10, 2020 (the “Proxy
Statement”), under the caption “Proposal No. 4 — Approval of the 2020 Equity Incentive
Plan,” which disclosure is incorporated herein by reference. The description of the Plan contained in the Proxy
Statement is qualified in its entirety by reference to the full text of the Plan, which is attached as an exhibit to this
Report.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The 2020 annual meeting of stockholders
of the Company was held virtually on August 20, 2020. At the Meeting, the stockholders voted on the following proposals, each of which is
described in the Proxy Statement.
The final results for each of the matters considered
at the Meeting were as follows:
1. Election
of the five nominees to the board of directors:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Howard C. Birndorf
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21,168,768
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11,790,011
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25,069,499
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Roshawn A. Blunt
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21,520,615
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11,438,164
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25,069,499
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Dennis J. Carlo, Ph.D.
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20,698,416
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12,260,363
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25,069,499
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David J. Marguglio
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22,514,183
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10,444,596
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25,069,499
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Richard C. Williams
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21,144,248
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11,814,531
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25,069,499
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Each director nominee was elected to
serve as a director until the Company’s annual meeting of stockholders in 2021, or until such person’s successor is
duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to plurality election, votes
could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
2. Approval
of the 2020 Equity Incentive Plan:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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15,963,155
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15,630,983
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1,364,641
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25,069,499
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The proposal was approved.
3. Approval,
on a nonbinding advisory basis, of the compensation of the Company’s named executive officers:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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14,747,763
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16,651,980
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1,559,036
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25,069,499
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The proposal was not approved.
4. Ratification
of the selection of BDO USA, LLP, as independent registered public accounting firm for the year ending December 31, 2020:
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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50,317,976
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5,332,392
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2,377,910
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--
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The proposal was approved.
5. Approval
of the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at
the time of the Meeting to adopt any of the foregoing proposals.
Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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39,557,724
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16,622,482
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1,848,072
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--
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The proposal was approved.
With respect to Proposal No. 2 described
in the Proxy Statement, approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the
number of shares of common stock authorized to be issued by the Company from 100,000,000 to 200,000,000, and Proposal No. 3 described
in the Proxy Statement, approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse
stock split of the outstanding shares of common stock, if the Board of Directors of the Company in its discretion determines to
effect a reverse stock split at any time before December 31, 2020, at a reverse stock split ratio ranging from 1-for-2 to 1-for-15,
as determined by the Board of Directors at a later date, the meeting was adjourned in order to allow the Company additional time
to solicit proxies for those proposals before they are vote upon. The meeting was adjourned until September 3, 2020, at 10:00
a.m. Pacific Time. The adjourned meeting will be a completely "virtual" meeting of stockholders, and stockholders will be able
to listen and participate in the virtual meeting as well as vote and submit questions during the live webcast of the meeting by
visiting www.virtualshareholdermeeting.com/ADMP2020. To participate in the virtual meeting, stockholders will need the control
number found on their proxy card or in the instructions that accompanied their proxy materials. Only stockholders of record on
the record date of June 23, 2020, are entitled to vote.
Item 9.01
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Financial Statements and Exhibits
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Exhibit
No.
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Description
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10.1*
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2020 Equity Incentive Plan.
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104
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The cover page from this Current Report on Form
8-K, formatted in Inline XBRL.
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*
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Represents a compensatory plan or arrangement.
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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.
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ADAMIS PHARMACEUTICALS CORPORATION
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Dated: August 24, 2020
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By:
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/s/ Robert O. Hopkins
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Name: Robert O. Hopkins
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Title: Chief Financial Officer
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