8-K
Mosaic ImmunoEngineering Inc. (CPMV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2021
MOSAIC IMMUNOENGINEERINGINC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22182 | 84-1070278 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
1537 South Novato Blvd, #5
Novato, California 94947
(Address of principal executive offices, and zip code)
Registrant’s telephone number, including area code: (657) 208-0890
Not Applicable
(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:
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication 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:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
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 5.02 Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On June 10, 2021, the Board of Directors (the “Board”) approved that the number of directors be increased from six (6) to seven (7) members and also recommended that stockholders elect Dr. Robert A. Baffi to its Board of Directors and as a member of the Audit Committee and Corporate Governance and Nominating Committee of the Board. On June 14, 2021, the Majority Stockholders, representing 80% of the outstanding voting power of the Company, elected Dr. Baffi to serve as director with such terms to begin no sooner than the 20^th^ calendar day after the date on which the Information Statement and the accompanying notice are mailed to our stockholders (the “Effective Date”).
Dr. Baffi will serve until the first annual meeting of stockholders to occur following the first date on which the Company’s common stock is listed or quoted on a national securities exchange or until their successors are elected and qualified, subject to such directors earlier death, resignation, disqualification or removal.
There is no arrangement or understanding between Dr. Baffi and any other persons pursuant to which Dr. Baffi was elected as a director. There are no family relationships between Dr. Baffi and any director or executive officer of the Company.
In exchange for Dr. Baffi’s board service, the Compensation Committee of the Board agreed to grant Dr. Baffi a number of restricted stock units (“RSUs") equal to $86,000 divided by the closing price of the Company’s common stock on the Effective Date. The RSUs will vest one year from the date of grant.
In addition, on May 7, 2021, the Company entered into a convertible note purchase agreement (“Agreement”) with five (5) accredited investors, including Dr. Baffi, prior to his appointment to the Board. Pursuant to the Agreement, the Company received $100,000 in proceeds from Dr. Baffi and issued him a convertible note in the amount of $100,000. The convertible note was issued as part of a convertible note offering authorized by the Company’s Board for raising up to $5 million from the issuance of convertible notes through July 31, 2021. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2021.
Dr. Baffi will enter into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.11 to the Company’s Transition Report on Form 10-KT filed with the SEC on March 2, 2021.
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Item 5.07 Submission of Matters to a Vote ofSecurity Holders.
Majority Stockholders Vote
The Common Stock and Series B Preferred are the only classes of outstanding voting stock of the Company. As of June 14, 2021, there were 7,228,093 shares of common stock (“Common Stock”) and 70,000 shares of Series B Convertible Voting Preferred Stock (“Series B Preferred”) issued and outstanding. On June 14, 2021, the following holders of shares of the Common Stock, representing 80% of the outstanding voting power of the Company (the “Majority Stockholders”), executed the written consent of the Majority Stockholders approving the below Corporate Actions:
| Title of Class | Number of Shares of Common Stock held | Number of Votes that Voted in favor of the Corporate Actions | Percentage of the Voting Equity that Voted in favor of the Corporate Actions (1) |
|---|---|---|---|
| Common Stock, 0.00001 par value: | |||
| 1,641,252 | 1,641,252 | 20.444% | |
| 1,641,252 | 1,641,252 | 20.444% | |
| 1,641,252 | 1,641,252 | 20.444% | |
| 570,870 | 570,870 | 7.112% | |
| 570,870 | 570,870 | 7.112% | |
| 356,794 | 356,794 | 4.444% | |
| 6,422,290 | 6,422,290 | 80.00% |
All values are in US Dollars.
________________
| (1) | Based on 8,030,879 shares of Common Stock entitled to vote, including the number of shares of Common Stock entitled to vote under the Series B Preferred, on an as-converted basis. Each share of the Series B Preferred; shall (a) convert into 11.46837 shares of Common Stock of the Company, (b) possess full voting rights, on an as-converted basis, as the Common Stock of the Company, (c) have no dividend rate, and (d) shall possess certain anti-dilution protections as defined in the Series B Certificate of Designations. |
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Corporate Actions:
The following nominees for election to the Company's Board of Directors were elected by written consents by the Majority Stockholders.
| Name of Director Nominee | Votes FOR | Votes AGAINST | Votes ABSTAIN |
|---|---|---|---|
| Steven King | 6,422,290 | 0 | 0 |
| Robert A. Baffi, Ph.D. | 6,422,290 | 0 | 0 |
| Gloria H. Felcyn | 6,422,290 | 0 | 0 |
| Robert Garnick, Ph.D. | 6,422,290 | 0 | 0 |
| Carlton M. Johnson, Jr. | 6,422,290 | 0 | 0 |
| Paul Lytle | 6,422,290 | 0 | 0 |
| Nicole Steinmetz, Ph.D. | 6,422,290 | 0 | 0 |
Pursuant to the same written consent, the Majority Stockholders approved by written consent the following matters:
Discretionary Authority to Implement a ReverseStock Split
The Majority Stockholders have approved an amendment to our Amended and Restated Articles of Incorporation (“Amendment”) (in the event it is deemed advisable by the Board) to effect a Reverse Stock Split of our issued and outstanding shares of Common Stock at a ratio to be determined in the discretion of our Board and publicly announced prior to the effectiveness of any Reverse Stock Split within the range of one (1) share of our Common Stock for every two (2) to four (4) shares of our Common Stock. The written consent vote, as of June 14, 2021, was:
| Written Consent Vote | Votes FOR | Votes AGAINST | Votes ABSTAIN |
|---|---|---|---|
| Totals: | 6,422,290 | 0 | 0 |
Ratification of Auditors
The Audit Committee of the Board has appointed KMJ Corbin & Company LLP, certified public accountants, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Majority Stockholders ratified the Board’s appointment of KMJ Corbin & Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The written consent vote, as of June 14, 2021, was:
| Written Consent Vote | Votes FOR | Votes AGAINST | Votes ABSTAIN |
|---|---|---|---|
| Totals: | 6,422,290 | 0 | 0 |
Item 8.01 Other Information
On June 15, 2021, the Company issued a press release announcing the appointment of Dr. Robert A. Baffi to the Company’s Board of Directors. A copy of the press release is filed hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit | Description |
|---|---|
| 99.1 | Press release issued June 15, 2021 |
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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.
| Mosaic ImmunoEngineering Inc. | |
|---|---|
| Date: June 15, 2021 | By: /s/ Steven King |
| Steven King | |
| President and Chief Executive Officer, Director |
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Exhibit 99.1
Mosaic ImmunoEngineeringInc. Elects Biotechnology Industry Veteran Robert A. Baffi, Ph.D. to Its Board of Directors
--Experiencein the Development of Biotechnology and Viral Based Therapeutics Will Help Enhance the Development of the Company's Pipeline--
Novato, California, June 15, 2021 – Mosaic ImmunoEngineering Inc. (“Mosaic” or the “Company”), (OTCQB: CPMV), a development-stage biotechnology company focused on bridging immunology and engineering to develop novel immunotherapies to treat and prevent cancer and infectious diseases, today announced the election of Robert A. Baffi, Ph.D., to Mosaic’s Board of Directors. Dr. Baffi most recently served as President of Global Manufacturing and Technical Operations at BioMarin Pharmaceutical Inc. (Nasdaq: BMRN).
“Dr. Baffi brings significant industry experience in the development of virus-based therapeutics. His experience in biomanufacturing, technical operations and drug development will be invaluable to Mosaic. Dr. Baffi’s insight and skills have been an integral component of the growth and success of major biopharmaceutical companies for over three decades. His contributions to the development of drugs that have made a significant difference in patients’ lives include more than 50 regulatory submissions of investigational new drugs and more than two dozen regulatory submissions for product approvals in the United States and abroad,” said Steven King, president and chief executive officer of Mosaic. “We look forward to having Robert’s broad expertise and experience as we advance our programs.”
“I am pleased to join the Mosaic team and to assist in its mission to develop therapies and vaccines to treat cancer and infectious diseases,” said Dr. Robert Baffi. “Mosaic ImmunoEngineering has a very innovative and unique technology with broad potential and I look forward to helping the company bring their lead candidates into the clinic where they have potential to help patients with life threatening diseases.”
Dr. Baffi served as president of global manufacturing and technical operations at BioMarin Pharmaceutical Inc., where he spent 20 years in various capacities overseeing the manufacturing, process development, quality, analytical chemistry, logistics and engineering departments. He established the technical operations infrastructure supporting the company’s commercial production and distribution demands globally. Dr. Baffi developed innovative and successful chemistry manufacturing and controls strategies enabling the company to grow from research to commercialization.
Prior to BioMarin, Dr. Baffi served for over 14 years at Genentech, Inc., holding positions of enhanced leadership and responsibility within quality and technical operations. He developed key procedures, controls and strategies to support the approval, launch or continuing supply of 16 commercial biotechnology products. As the single point of contact between technical operations and business development, he created an alliance management framework to coordinate all aspects of research and corporate partnerships from due diligence to program execution.
Previously, Dr. Baffi worked for Cooper BioMedical as a research scientist and at Becton Dickinson Research Center as a post-doctoral fellow. He currently serves on the board for the National Institute for Bioprocessing Research and Training (“NIBRT”) and Neurogene Inc. He has authored over a dozen publications and seven patents covering a diverse set of technologies. Dr. Baffi received a Ph.D., M. Phil and a B.S. in biochemistry from the City University of New York and an M.B.A. from Regis University.
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AboutMosaic ImmunoEngineering Inc.
Mosaic ImmunoEngineering Inc. is a development-stage biotechnology company focused on bridging immunology and engineering to develop novel immunotherapies to treat and prevent cancer and infectious diseases. Mosaic's core technology platform is based on Cowpea Mosaic Virus ("CPMV") which is non-infectious to humans or other animals but upon intratumoral administration, elicits a strong innate immune response resulting in potent antitumor activity against the primary and distant tumor sites. The broad potential of our lead candidate, MIE-101, for the treatment of many different types of cancer and potential combination therapies continues to be supported by numerous publications and grant funding through our university collaborators. In addition, the core technology has a potential application as part of a modular vaccine platform which has already generated promising data in both cancer and infectious disease preclinical models, including COVID-19. The vaccine research is currently being performed by one of our co-founders and is funded by the National Science Foundation with viral neutralization testing being performed by the National Institute of Allergy and Infectious Diseases (NIAID). For additional information about Mosaic, please visit MosaicIE.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, we are using forward-looking statements when we discuss Mosaic’s future operations and its ability to successfully advance the product candidates; the nature, strategy and focus of Mosaic’s business; and the development and commercial potential and potential benefits of any of Mosaic’s product candidates. Mosaic may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Because such statements deal with future events and are based on Mosaic’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of these forward-looking statements could differ materially from those described in or implied by the statements in this press release, including: the uncertainties associated with raising sufficient capital to advance these product candidates, which may not be available on favorable terms or at all; advancing Mosaic's multiple products into clinical trials, the clinical development and regulatory approval of Mosaic's product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; the potential that earlier preclinical studies of Mosaic's product candidates may not be predictive of future results; risks related to business interruptions, including but not limited to, the outbreak of COVID-19 coronavirus, which could harm Mosaic’s financial condition and increase its costs and expenses. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risks discussed in Mosaic's filings with the Securities and Exchange Commission. Except as otherwise required by law, Mosaic disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether, as a result of new information, future events or circumstances or otherwise.
Contact: Jay Carlson
Sr. Manager, Investor Relations
Mosaic ImmunoEngineering Inc.
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