Azora Therapeutics, Inc. (DE) 8-K, filed Jan 16, 2024
Azora Therapeutics, Inc. (DE) (AZR)
About this 8-K
Azora Therapeutics, Inc. (DE) filed this 8-K on January 16, 2024, reporting on events of January 11, 2024.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 11, 2024, Adial Pharmaceuticals, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which the Company’s stockholders voted on two (2) proposals (the “Proposals”) and cast their votes as described below. These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting that was initially filed with the Securities and Exchange Commission (“SEC”) on December 8, 2023, as supplemented by the filing with the SEC of definitive additional materials on December 15, 2023 (the “Definitive Proxy Statement”).
At the Special Meeting, the Company’s stockholders were asked to vote on the following two (2) Proposals:
Proposal 1: Approval of, pursuant to Nasdaq listing rules, of the issuance of up to an aggregate of 3,007,092 shares of the Company’s common stock upon the exercise of common stock purchase warrants issued or issuable to an institutional investor and designees of the placement agent in connection with the Company’s private placement offering that closed on October 24, 2023 that may be equal to or exceed 20% of the Company’s common stock outstanding before such offering. This proposal is referred to as the “Warrant Exercise Proposal” or “Proposal 1.”
The stockholders approved Proposal 1 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 432,915 | 51,550 | 6,621 | 0 | |||||||||||
Proposal 2: Approval of an adjournment of the Special Meeting to a later date, if necessary, to permit furth solicitation and vote of proxies in the event there are not sufficient votes in favor of the Warrant Exercise Proposal. This proposal is referred to as the “Adjournment Proposal” or “Proposal 2.” The Adjournment Proposal was presented at the Special Meeting but not needed as Proposal 1 received a sufficient number of votes for approval.
The stockholders approved Proposal 2 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 436,338 | 47,809 | 6,939 | 0 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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: January 16, 2024 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
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