Current Report Filing (8-k)
June 16 2020 - 04:11PM
Edgar (US Regulatory)
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)
June 12, 2020
electroCore, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38538 |
|
20-3454976 |
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Number)
|
150 Allen Road, Suite 201
Basking Ridge, NJ 07920
(Address of principal executive offices and zip code)
(973) 290-0097
(Registrant’s telephone number, including area code)
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)) |
Title of each
class |
|
Trading
symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock, Par Value $0.001 Per
Share |
|
ECOR |
|
NASDAQ Global Select Stock
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.
On June 12, 2020, electroCore, Inc. (the “Company”) held its annual
meeting of shareholders (the “Meeting”). The total number of shares
entitled to vote at the Meeting was 35,547,491 and there were
present, in person or by proxy, 24,185,754 shares, which
constituted a quorum for the Meeting. The matters voted upon and
the results of the vote were as follows:
Proposal 1: Approval of the Declassification Amendments
A proposal to approve and adopt amendments to the Company’s
Certificate of Incorporation to declassify the Board of Directors
(the “Board”) and make related changes did not receive a sufficient
number of votes from stockholders to be approved. In order to be
approved, this proposal required the affirmative vote of at least
two-thirds of the outstanding shares entitled to vote at the
Meeting. Although 98.81% of the shares voted at the Meeting were
voted in favor of this proposal, only 39.37% of the total number of
shares outstanding at the record date and entitled to vote were
voted in favor of the proposal. The vote totals were as
follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES
|
13,997,183 |
|
167,616 |
|
55,972 |
|
9,964,983 |
Proposal 2: Election of Directors
The following directors were elected to a three-year term of office
expiring at the 2023 Annual Meeting of Stockholders:
NOMINEE |
|
FOR
(#)
|
|
FOR
(%)
|
|
WITHHELD
(#)
|
|
WITHHELD
(%)
|
|
BROKER NON-VOTES |
Joseph P.
Errico |
|
|
11,326,788 |
|
|
|
79.65 |
|
|
|
2,893,983 |
|
|
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20.35 |
|
|
|
9,964,983 |
|
Trevor J. Moody |
|
|
13,472,821 |
|
|
|
94.74 |
|
|
|
747,950 |
|
|
|
5.26 |
|
|
|
9,964,983 |
|
Thomas M. Patton |
|
|
14,026,020 |
|
|
|
98.63 |
|
|
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194,751 |
|
|
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1.37 |
|
|
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9,964,983 |
|
Proposal 3: Approval of the Reverse Split Proposal
A proposal to authorize the Board, in its sole discretion, to file
amendments to the Company’s Certificate of Incorporation to effect
a one-time reverse stock split and make related changes did not
receive a sufficient number of votes from stockholders to be
approved. In order to be approved, this proposal required the
affirmative vote of at least a majority of the outstanding shares
entitled to vote at the Meeting. Although 59.5% of the shares voted
at the Meeting were voted in favor of this proposal, only 40.46% of
the total number of shares outstanding at the record date and
entitled to vote were voted in favor of the proposal. The vote
totals were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
14,383,131 |
|
9,786,156 |
|
16,467 |
Proposal 4: Ratification of Appointment of KPMG LLP as
Independent Registered Public Accounting Firm
A proposal to ratify the selection of KPMG LLP as the Company’s
independent registered public accounting firm for its fiscal year
ending December 31, 2020 was adopted with the votes shown:
FOR |
|
AGAINST |
|
ABSTAIN |
23,715,067 |
|
317,484 |
|
153,203 |
Proposal 5: Approval of the Lincoln Park Issuance
Proposal
A proposal to authorize, pursuant to the listing rules of the
Nasdaq Stock Market, the issuance of more than 19.99% of the
Company’s issued and outstanding shares of common stock, pursuant
to the purchase agreement, dated March 27, 2020, with Lincoln Park
Capital Fund, LLC, was adopted with the votes shown:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES
|
7,249,571 |
|
6,918,932 |
|
52,268 |
|
9,964,983 |
Item 8.01. Other Events.
As previously disclosed, effective immediately prior to the
Meeting, the size of the Board was decreased from eleven members to
nine.
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.
|
electroCore, Inc. |
|
|
June 16, 2020 |
/s/ Brian Posner
|
|
Brian Posner |
|
Chief Financial Officer |
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