GridAI Technologies Corp 8-K, filed Jan 14, 2022
GridAI Technologies Corp. (GRDX)
8-K
2022-01-14
For: 2022-01-14
View Original
Added on
April 11, 2026
About this 8-K
GridAI Technologies Corp filed this 8-K on January 14, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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): January 14, 2022
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(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (561 )
589-7020
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:
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On January 14, 2022, following the approval of Proposal 2 reported in Item 5.07 below, First Wave BioPharma, Inc. (the “Company”) filed with the
Secretary of State of the State of Delaware a certificate of amendment (the “Certificate of Amendment”) to its certificate of incorporation, as amended and restated (the “Charter”), increasing the total number of authorized shares of common stock,
par value $0.0001 per share (the “Common Stock”), to 50,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On January 14, 2022, the Company held an annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were the
following proposals: (1) the election of directors, (2) the approval to amend the Charter to increase the total number of authorized shares of Common Stock by 25,000,000 shares to 50,000,000 shares, (3) the ratification of the appointment of Mazars
USA LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021 and (4) the approval of the adjournment of the Annual Meeting to the extent there are insufficient proxies at the Annual
Meeting to approve any one or more of the foregoing proposals
At the Annual Meeting, all four of the foregoing stockholder proposals were approved, based upon an aggregate of 12,460,848 shares of Common Stock
outstanding as of November 9, 2021, which was the record date for the Annual Meeting. The final voting results were as follows:
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The election of each of James Sapirstein, Edward J. Borkowski, Charles J. Casamento, Alastair Riddell, Gregory Oakes and Terry Coelho as directors to hold office for a term of one year, until his or her successor is duly elected and
qualified or he or she is otherwise unable to complete his or her term.
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The votes were cast for this matter as follows:
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Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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James Sapirstein
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4,696,139
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596,620
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2,245,623
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| Edward J. Borkowski | 4,642,213 | 650,546 | 2,245,623 | |||
| Charles J. Casamento | 4,560,876 | 731,883 | 2,245,623 | |||
| Alastair Riddell | 4,754,585 |
538,174
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2,245,623 | |||
| Gregory Oakes | 4,761,599 | 531,160 | 2,245,623 | |||
| Terry Coelho | 4,767,569 |
525,190 | 2,245,623 |
| 2. |
The proposal to approve the Certificate of Amendment to increase the total number of authorized shares of Common Stock by 25,000,000 shares to 50,000,000 shares was approved by a majority of the issued and outstanding shares entitled to
vote, based upon the following votes:
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Votes For
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Votes Against
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Abstentions
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6,359,895
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1,116,860
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61,627
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| 3. |
The proposal to ratify the appointment of Mazars USA LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021 was approved by a majority of votes cast, based upon the
following votes:
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Votes For
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Votes Against
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Abstentions
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7,100,244
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251,609
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186,529
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| 4. |
The proposal to approve the adjournment of the Annual Meeting to the extent that there are insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals was approved by a majority of votes cast, based
upon the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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4,685,960
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503,233
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103,566
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2,245,623
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| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of First Wave BioPharma, Inc.
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| 104 | Cover Page Interactive Data File (embedded within the 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.
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First Wave BioPharma, Inc.
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| January 14, 2022 |
By:
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/s/ Daniel Schneiderman |
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Name:
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Daniel Schneiderman | |
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Title:
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Chief Financial Officer | |
Exhibit 3.1
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Delaware
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Page 1
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The First State
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FIRST WAVE BIOPHARMA, INC.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF JANUARY,
A.D. 2022, AT 10:13 O`CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE
AFORESAID CERTIFICATE OF AMENDMENT IS THE FOURTEENTH DAY OF JANUARY, A.D. 2022 AT 5 O'CLOCK P.M.
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5474088 8100
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Authentication: 202400582
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SR# 20220130437
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Date: 01-14-22
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| You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
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State of Delaware
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| Secretary of State | ||
| Division of Corporations | ||
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Delivered 10:13 AM 01/14/2022
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CERTIFICATE OF AMENDMENT TO THE
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FILED 10:13 AM 01/14/2022
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AMENDED AND RESTATED
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SR 20220130437 - File Number 5474088
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CERTIFICATE OF INCORPORATION | |
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| FIRST WAVE BIOPHARMA, INC. |
First Wave BioPhanna, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: That a resolution was duly adopted on November 8, 2021, by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware
setting forth an amendment to the Certificate of Incorporation of the Corporation and declaring said
amendment to be advisable. The stockholders of the
Corporation duly approved said proposed amendment at an annual meeting of stockholders held on January 14, 2022, in accordance with Section 242 of the General Corporation Law of the State of Delaware. The proposed amendment set forth as follows:
Article
FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation, as amended to date, be and hereby is amended and restated in its entirety to read as follows:
The
total number of shares which the Corporation shall have
authority to issue is sixty million (60,000,000) shares,
of which fifty million (50,000,000) shares shall be common stock, par value $0.0001 per share, and ten million (10,000,000) shares shall be preferred stock, par
value $0.0001 per share. The board of directors of the Corporation may divide the preferred stock into any number of series, fix the designation and number of each such series, and determine or
change the designation, relative rights, preferences, and limitations of any series of preferred stock. The
board of directors (within the limits and restrictions of the adopting resolutions) may increase or decrease the number of shares initially fixed for any series, but no decrease may reduce the number below the shares then outstanding and duly reserved for issuance.
SECOND: That said amendment will have an Effective Time of5:00 P.M., Eastern Time, on the
filing date of this Certificate of Amendment to the
Amended and Restated Certificate of Incorporation
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and
ChiefExecutive Officer this 14th day of January, 2022.
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/s/ James Sapirstein
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James Sapirstein
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President and Chief Executive Officer
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