8-K
Anixa Biosciences Inc (ANIX)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2023
ANIXA
BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37492 | 11-2622630 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 3150 Almaden Expressway, Suite 250<br><br> <br>San Jose, CA | 95118 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (408) 708-9808
(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 to the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.01 per share | ANIX | The<br> NASDAQ Stock Market LLC |
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 March 9, 2023, Anixa Biosciences, Inc. (the “Company”) completed its 2023 annual meeting of stockholders (the “Annual Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 30,922,830 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 20,969,858 shares. At the Annual Meeting, the Company’s stockholders (i) re-elected Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. as directors, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (iii) ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
ProposalNo. 1 – Election of directors
Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. were each re-elected to serve until the 2024 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
| Nominee | Shares Voted For | SharesWithheld | BrokerNon-Vote |
|---|---|---|---|
| Dr.<br> Amit Kumar | 10,263,393 | 940,600 | 9,765,865 |
| Dr.<br> Arnold Baskies | 10,273,898 | 930,095 | 9,765,865 |
| Emily<br> Gottschalk | 10,055,355 | 1,148,638 | 9,765,865 |
| Lewis<br> H. Titterton, Jr. | 9,825,204 | 1,378,789 | 9,765,865 |
ProposalNo. 2 – Approval, by non-binding advisory vote, of the Company’s executive compensation
The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
| Votes For | VotesAgainst | Abstentions | BrokerNon-Votes |
|---|---|---|---|
| 9,166,107 | 1,816,322 | 221,564 | 9,765,865 |
ProposalNo. 3 – Ratification of the appointment of independent registered public accounting firm
The appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023 was ratified. The voting results were as follows:
| SharesVoted For | SharesVoted Against | Shares Abstaining | BrokerNon-Vote |
|---|---|---|---|
| 20,439,779 | 61,616 | 468,463 | - |
| Item 7.01 | Regulation FD Disclosure. | ||
| --- | --- |
Attached as Exhibit 99.1 to this Current Report is the form of presentation of the Company which was used by management at its Annual Meeting. This presentation may be used by the Company in the future at meetings with investors, analysts or others, in whole or in part and possibly with modifications from time to time.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Presentation |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document). |
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.
Dated: March 10, 2023
| ANIXA<br> BIOSCIENCES, INC. | |
|---|---|
| By: | /s/ Michael J. Catelani |
| Name: | Michael<br> J. Catelani |
| Title: | President,<br>Chief Operating Officer and |
| Chief<br>Financial Officer |
Exhibit 99.1
