Outlook Therapeutics, Inc 8-K/A, filed Apr 3, 2023
Outlook Therapeutics, Inc. (OTLK)
About this 8-K/A
Outlook Therapeutics, Inc filed this 8-K/A on April 3, 2023, reporting on events of March 30, 2023.
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, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
Outlook Therapeutics, Inc. (the “Company”) is filing this Current Report on Form 8-K/A (Amendment No. 1) (this “Amendment”) to amend the Current Report on Form 8-K, originally filed by the Company with the Securities and Exchange Commission on March 30, 2023 (the “Original Report”). The Original Report was filed, among other things, to report the results of the matters submitted to a vote by Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders held on March 29, 2023. This Amendment amends the Original Report solely to correct the disclosure regarding the previously reported voting totals.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 325,000,000 shares to 425,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on March 29, 2023 and was effective as of such date. The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting held on March 29, 2023, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 15, 2023 (the “Proxy Statement”). Of the 256,666,794 shares of the Company’s common stock outstanding as of the record date, 213,761,576 shares, or approximately 83.28%, were present or represented by proxy at the Annual Meeting.
The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal 1. Stockholders elected each of the following nominees to serve as Class I directors on the Company’s Board of Directors (the “Board”) until the Company’s 2026 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. The voting results for such nominees were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non- Votes | |||||||||
| Yezan Haddadin | 154,190,768 | 1,957,957 | 57,646,435 | |||||||||
| Kurt J. Hilzinger | 154,253,585 | 1,895,140 | 57,646,435 | |||||||||
| Faisal G. Sukhtian | 153,447,079 | 2,701,646 | 57,646,435 | |||||||||
Proposal 2. Stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 325,000,000 shares to 425,000,000 shares. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker
Non- Votes | |||||||||||
149,648,555 | 6,186,516 | 313,654 | 57,646,435 | |||||||||||
Proposal 3. Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding common stock upon the conversion of an outstanding convertible note at less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker
Non- Votes | |||||||||||
| 150,990,564 | 4,744,516 | 413,645 | 57,646,435 | |||||||||||
Proposal 4. Stockholders ratified the selection by the Audit Committee of the Board of KPMG, LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2023. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker
Non- Votes | |||||||||
| 213,073,357 | 413,007 | 308,796 | N/A | |||||||||
Proposal 5. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker
Non- Votes | |||||||||||
| 149,547,132 | 6,158,044 | 443,549 | 57,646,435 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's current report on Form 8-K filed with the SEC on March 30, 2023) | |
| 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.
| Outlook Therapeutics, Inc. | ||
| Date: April 3, 2023 | By: | /s/ Lawrence A. Kenyon |
| Lawrence A. Kenyon | ||
| Chief Financial Officer | ||