Current Report Filing (8-k)
December 23 2015 - 5:28PM
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): December 18, 2015
PRESSURE
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Massachusetts |
|
000-21615 |
|
04-2652826 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
14
Norfolk Avenue
South
Easton, Massachusetts 02375
(Address
of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code: (508) 230-1828
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))
Item
5.07 Submission of Matters to a Vote of Security Holders.
On December
18, 2015, Pressure BioSciences, Inc. (the “Company”) held a special meeting in lieu of the annual meeting of stockholders
(the “Meeting”). At the Meeting, the stockholders voted on the following proposals described in detail in the Company’s
definitive information statement for the Meeting (the “Information Statement”) filed with the Securities and Exchange
Commission on November 20, 2015. As of the record date for the Meeting, there were 21,485,654 shares of the Company’s common
stock, par value $0.001 per share, issued and outstanding and entitled to one vote for each share held. At the meeting there were
a total of 16,295,919 shares of common stock, or 75.85% of the total number of shares eligible to vote, present or submitted by
proxy prior to the meeting, constituting a quorum.
Proposal
1 — Elect two directors as Class I Directors until the 2018 Annual Meeting of Stockholders. The election of each director
was approved as follows:
| |
| | |
| | |
Shares voted | | |
| |
Nominee | |
For | | |
Against | | |
Withhold | | |
Broker Non-Votes | |
Jeffrey Peterson | |
| 7,838,935 | | |
| N/A | | |
| 121,789 | | |
| 8,335,195 | |
Michael Urdea | |
| 7,839,035 | | |
| N/A | | |
| 121,689 | | |
| 8,335,195 | |
Proposal
2: Ratify the appointment of MaloneBailey LLP as the Company’s independent auditors for fiscal year 2015. The ratification
of the appointment of MaloneBailey LLP as the Company’s independent auditor for fiscal year 2015 was approved as follows:
| | |
Shares voted | |
For | | |
| 15,833,855 | |
Against | | |
| 459,275 | |
Abstain | | |
| 2,789 | |
Broker Non-Votes | | |
| 0 | |
Proposal
3: Approval of an amendment to our articles of organization to effect a reverse stock split of our Common Stock by a ratio of
not less than one-for-two and not more than one-for-twenty at any time within twelve months following the Meeting for the purpose
of assisting the Company in meeting the listing requirements of the Nasdaq Capital Market or another exchange, with the decision
of whether or not to implement a reverse stock split and the exact ratio to be set at a whole number within this range to be made
by our Board of Directors in its sole discretion. The Approval of the Amendment was approved as follows:
| | |
Shares
voted | |
For | | |
| 14,351,483 | |
Against | | |
| 1,695,874 | |
Abstain | | |
| 248,562 | |
Broker Non-Votes | | |
| 0 | |
Proposal
4: Approval of an adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there
are not sufficient votes at the time of such adjournment to approve any of Proposal Nos. 1 through 3. The Approval of the Adjournment
was approved as follows:
| | |
Shares voted | |
For | | |
| 15,389,719 | |
Against | | |
| 742,639 | |
Abstain | | |
| 163,561 | |
Broker Non-Votes | | |
| 0 | |
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, thereunto duly authorized.
|
PRESSURE
BIOSCIENCES, INC. |
|
|
|
Dated:
December 23, 2015 |
By: |
/s/
Richard T. Schumacher |
|
|
Richard
T. Schumacher |
|
|
President |
Pressure Biosciences (QB) (USOTC:PBIO)
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