Current Report Filing (8-k)
June 23 2023 - 4:06PM
Edgar (US Regulatory)
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2023-06-22
2023-06-22
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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):
June 22, 2023
| First Wave BioPharma, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-37853 |
|
46-4993860 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
777 Yamato Road, Suite 502
Boca Raton, Florida |
|
33431 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (561) 589-7020
Not Applicable
(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:
| ¨ |
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 $0.0001 per share |
|
FWBI |
|
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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §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.
On June 22, 2023, at the 2023
Annual Meeting of Stockholders (the “Annual Meeting”) of First Wave BioPharma, Inc. (the “Company”), the stockholders
voted on the five proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for
the Annual Meeting filed with the Securities and Exchange Commission on May 15, 2023 (the “Proxy Statement”). The final results
for the votes regarding each proposal are set forth below.
| 1. | The stockholders elected each of James Sapirstein, Edward J. Borkowski, Charles J. Casamento, Terry Coelho
and Alastair Riddell to serve on the Company’s board of directors for a term of one year expiring at the annual meeting of stockholders
to be held in 2024 or until their respective successors are duly elected and qualified. The tabulation of votes with respect to the election
of such directors was as follows: |
| Nominees | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| James Sapirstein | |
| 341,989 | | |
| 77,548 | | |
| 479,278 | |
| Edward J. Borkowski | |
| 381,741 | | |
| 37,796 | | |
| 479,278 | |
| Charles J. Casamento | |
| 318,303 | | |
| 101,234 | | |
| 479,278 | |
| Terry Coelho | |
| 370,182 | | |
| 49,355 | | |
| 479,278 | |
| Alastair Riddell | |
| 330,357 | | |
| 89,180 | | |
| 479,278 | |
| 2. | The stockholders voted to approve an amendment to the Company’s 2020 Omnibus Equity Incentive Plan
to increase the number of shares of common stock authorized for issuance thereunder from 317,480 to 1,167,480 and to increase the number
of shares that otherwise become available under the plan for grants as incentive stock options to 5,000,000. The tabulation of votes with
respect to this proposal was as follows: |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 281,852 | | |
| 136,277 | | |
| 1,408 | | |
| 479,278 | |
| 3. | The stockholders voted to approve, on an advisory basis, the executive compensation of the Company’s
named executive officers as described in the Proxy Statement. The tabulation of votes with respect to this proposal was as follows: |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 286,205 | | |
| 128,673 | | |
| 4,659 | | |
| 479,278 | |
| 4. | The stockholders approved the ratification of the appointment of Mazars USA LLP as the Company’s
independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. The tabulation of votes with
respect to this proposal was as follows: |
| Votes For | | |
Votes Against | | |
Abstentions | |
| | 806,755 | | |
| 64,399 | | |
| 27,661 | |
| 5. | The stockholders approved the adjournment of the Annual Meeting to the extent that there were insufficient
proxies at the Annual Meeting to approve any one or more of the foregoing proposals. The tabulation of votes with respect to this proposal
was as follows: |
| Votes For | | |
Votes Against | | |
Abstentions | |
| | 718,960 | | |
| 164,471 | | |
| 15,382 | |
Item 9.01. Financial Statements and Exhibits.
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.
| |
First Wave BioPharma, Inc. |
| |
|
| June 23, 2023 |
By: |
/s/ James Sapirstein |
| |
Name: |
James Sapirstein |
| |
Title: |
Chief Executive Officer |
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