Current Report Filing (8-k)
January 22 2020 - 05:02PM
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): January 21, 2020
SIERRA ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001- 37490
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20-0138994
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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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c/o 2150 885 West Georgia Street
Vancouver, British Columbia, Canada
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V6C 3E8
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(Address of principal executive offices)
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(Zip Code)
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(604) 558-6536
(Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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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:
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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, $0.001 par value
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SRRA
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The Nasdaq Stock Market LLC
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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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On January 22, 2020, as approved by the Companys stockholders on January 21, 2020 as described below under Item 5.07 and the
Companys board of directors as described below under Item 8.01, the Company filed a certificate of amendment (the Certificate of Amendment) with the Secretary of State of the State of Delaware to effect a reverse
stock split of the Companys common stock at a ratio of 1-for-40, effective at 4:30 p.m. Eastern Time on January 22, 2020.
The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On January 21, 2020, Sierra Oncology, Inc. (the Company) held a Special Meeting of Stockholders (the
Special Meeting). The following is a brief description of each matter voted upon and the certified voting results.
(1)
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An amendment to the Companys certificate of incorporation to effect a reverse stock split at a ratio not
less than 1-for-20 and not greater than 1-for-50, with the exact ratio to be set within
that range at the discretion of the Companys board of directors before December 31, 2020, without further approval or authorization of the Companys stockholders (Proposal 1).
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For
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Against
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Abstain
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Broker
Non-votes
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350,764,492
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10,203,906
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176,090
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Pursuant to the foregoing votes, Proposal 1 was adopted at the Special Meeting.
(2)
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Amendments to the Companys 2015 Equity Incentive Plan to (i) increase the authorized number of
shares available for issuance thereunder by 172,500,000 (pre-split) shares and proportionately increase the share limit related to incentive stock options thereunder, each on a
pre-split basis , (ii) provide limits on the total value of compensation that may be granted to any non-employee director in each calendar year, and (iii) eliminate
the annual individual grant limit to reflect changes to the tax law in 2017 tax legislation (Proposal 2).
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For
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Against
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Abstain
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Broker
Non-votes
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300,716,807
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13,889,297
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94,449
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46,443,935
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Pursuant to the foregoing votes, Proposal 2 was adopted at the Special Meeting.
The Companys board of directors has determined to set the reverse stock split ratio at 1-for-40. The effective date of the reverse stock split is 4:30 p.m. Eastern Time on January 22, 2020, and the shares will begin trading on a split-adjusted basis on January 23, 2020.
Upon the effectiveness of the reverse stock split on January 22, 2020, every 40 shares of the Companys issued and outstanding
common stock will be automatically combined and reclassified into one issued and outstanding share of the Companys common stock. The reverse stock split will not affect any stockholders ownership percentage of the Companys common
stock, alter the par value of the Companys common stock, or modify any voting rights or other terms of the Companys common stock.
At the market open on January 23, 2020, the Companys common stock will continue to trade on The Nasdaq Global Market under the
symbol SRRA, but will be assigned a new CUSIP number (82640U404) and will trade on a split-adjusted basis.
On
January 22, 2020, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this report.
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Item 9.01.
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Financial Statements and Exhibits.
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3
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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SIERRA ONCOLOGY, INC.
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Date: January 22, 2020
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By:
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/s/ Sukhi Jagpal
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Sukhi Jagpal
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Chief Financial Officer
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