Protagenic Therapeutics, Inc.\new 8-K, filed Oct 1, 2021
Protagenic Therapeutics, Inc.\new (PTIX)
About this 8-K
Protagenic Therapeutics, Inc.\new filed this 8-K on October 1, 2021, reporting on events of September 29, 2021.
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of Earliest Event Reported): |
| PROTAGENIC
THERAPEUTICS, INC. |
| (Exact name of Company as specified in its charter) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Company’s telephone number, including area code) |
(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 Company under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement 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 | Ticker symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
See Item 5.07 below with respect to the filing of the Classified Board Amendment (defined below) to the Company’s Third Amended and Restated Certificate of Incorporation.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Protagenic Therapeutics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on September 29, 2021. Holders of an aggregate of 16,779,149 shares of the Company’s Common Stock at the close of business on August 24, 2021 were entitled to vote at the Annual Meeting, of which 10,611,130 shares were present in person or represented by proxy. At the Annual Meeting, the Company’s stockholders voted as follows:
Proposal One: The stockholders elected each of the following individuals as a director to serve their current terms until the Company’s 2022 Annual Meeting of Stockholders, at which point the classified board structure will go into effect, as described by the Classified Board Amendment (defined below).
| Name | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| Garo H. Armen | 8,877,968 | - | 102,438 | 1,630,724 | ||||||||||||
| Robert B. Stein | 8,877,773 | - | 102,633 | 1,630,724 | ||||||||||||
| Khalil Barrage | 8,856,335 | - | 124,071 | 1,630,724 | ||||||||||||
| Brian J. Corvese | 8,857,135 | - | 123,271 | 1,630,724 | ||||||||||||
| Joshua Silverman | 8,367,762 | - | 612,644 | 1,630,724 | ||||||||||||
| Jennifer Buell | 8,857,230 | - | 123,176 | 1,630,724 | ||||||||||||
Proposal Two: The stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to classify our Board of Directors into three classes with staggered three-year terms (the “Classified Board Amendment”).
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 8,824,972 | 150,884 | 4,550 | 1,630,724 | |||||||||||
Following the approval of the Classified Board Amendment by the Company’s stockholders at the Annual Meeting, the Classified Board Amendment was filed with the Delaware Secretary of State on October 1, 2021. A copy of the Classified Board Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1, and is incorporated by reference herein.
As a result of the filing Classified Board Amendment with the Delaware Secretary of State, members of the Company’s Board of Directors will now be classified into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors), as follows:
Class I , comprised of two directors, initially Jennifer Buell and Robert B. Stein (with their initial terms expiring at our 2022 annual meeting of stockholders and members of such class serving successive three-year terms);
Class II , comprised of two directors, initially Khalil Barrage and Joshua Silverman (with their initial terms expiring at our 2023 annual meeting of stockholders and members of such class serving successive three-year terms); and
Class III , comprised of two directors, initially Garo H. Armen and Brian J. Corvese (with their initial terms expiring at our 2024 annual meeting of stockholders and members of such class serving successive three-year terms).
Proposal Three: The stockholders ratified the selection of MaloneBailey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
| For | Against | Abstain | ||||||||
| 10,602,842 | 2,807 | 5,481 | ||||||||
| 2 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROTAGENIC THERAPEUTICS, INC. | ||
| Date: October 1, 2021 | By: | /s/ Alexander K. Arrow |
| Name: | Alexander K. Arrow | |
| Title: | Chief Financial Officer | |
| 4 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PROTAGENIC THERAPEUTICS, INC.
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Protagenic Therapeutics, Inc. resolutions were duly adopted setting forth a proposed amendment of the Third Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and proposing such amendment for consideration at the annual meeting of the stockholders. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Third Amended and Restated Certificate of Incorporation of this corporation be amended by adding the following new Article TWELFTH:
“TWELFTH: The Board of Directors shall be divided into three classes, Class I, Class II and Class III, with each class having as equal a number of members as reasonably possible. The initial term of office of the Class I, Class II and Class III directors shall expire at the annual meeting of stockholders of the Corporation in 2022, 2023 and 2024, respectively. Beginning in 2022, at each annual meeting of stockholders of the Corporation, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes by the Board of Directors so as to maintain the number of directors in each class as nearly equal as is reasonably possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director, even though such decrease may result in an inequality of the classes until the expiration of such term. A director shall hold office until the annual meeting of stockholders of the Corporation in the year in which his or her term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement or removal from office. Except as otherwise provided by law, directors may only be removed for cause and only upon the vote of the holders of at least a majority of the voting power of the shares entitled to vote generally in the election of directors. Except as required by law or the provisions of this Certificate of Incorporation, all vacancies on the Board of Directors and newly-created directorships shall be filled by the Board of Directors. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the then authorized number of directors shall be increased by the number of directors so to be elected, and the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of stockholders.”
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 1st day of October, 2021.
| By: | /s/ Garo H. Armen | |
| Title: | Chairman of the Board of Directors | |
| Name: | Garo H. Armen |