QCLS 8-K
Q/C Technologies, Inc. (QCLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Securities Exchange Act of 1934
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 3.03. | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
TNF Pharmaceuticals, Inc. (the “Company”) held a special meeting of stockholders on July 24, 2024 (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 16,666,666 to 250,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock. Following the Special Meeting, on July 25, 2024, the Company filed the Share Increase Amendment with the Secretary of State of Delaware.
For more information about the Share Increase Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 1, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Share Increase Amendment, a copy of which is filed with this report as Exhibit 3.1.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Special Meeting was held on July 24, 2024. At the Company’s Special Meeting, holders of the Company’s voting securities with a total aggregate voting power of 1,624,459 votes were present in person or represented by proxy, provided, however, that holders of the Company’s Series F-1 Convertible Preferred Stock, par value $0.001 per share (the “Series F-1 Preferred Stock”) and holders of the of the Company’s Series G Convertible Preferred Stock, par value $0.001 per share (“Series G Preferred Stock”) were not entitled to vote on the Issuance Proposal (as defined below).
As of the close of business on May 24, 2024, the record date for the Special Meeting, there were (i) 2,307,632 shares of Common Stock outstanding and entitled to vote, (ii) 72,992 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) outstanding and entitled to vote, which were entitled to an aggregate of 36,496 votes, (iii) 5,000 shares of the Company’s Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”) outstanding and entitled to vote, which were entitled to an aggregate of 83,042 votes, (iv) 493 shares of the Company’s Series F-1 Preferred Stock outstanding and entitled to vote (other than with respect to the Issuance Proposal (as defined herein)), which were entitled to an aggregate of 218,742 votes, and (iv) 873 shares of the Company’s Series G Preferred Stock outstanding and entitled to vote (other than with respect to the Issuance Proposal), which were entitled to an aggregate of 387,671 votes. The matters described below were submitted to a vote of the holders of the Company’s Common Stock, Series D Preferred Stock, Series F Preferred Stock, Series F-1 Preferred Stock (other than the Issuance Proposal) and Series G Preferred Stock (other than the Issuance Proposal) at the Special Meeting. Each proposal is described in detail in the Proxy Statement.
| 1. | Authorization, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock underlying shares of Series F-1 Preferred Stock, Series G Preferred Stock and warrants issued by the Company in private placements in May 2024, in an amount equal to or in excess of 20% of the Common Stock outstanding before the issuance of such convertible preferred stock and warrants (including any amortization payments made to the holders of the Series F-1 Preferred Stock in the form of issuance of shares of Common Stock and upon the operation of anti-dilution provisions applicable to each convertible preferred stock and warrants in accordance with their terms) (the “Issuance Proposal”). |
| For | Against | Abstain | ||
| 309,712 | 60,094 | 14,116 |
| 2. | Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 16,666,666 to 250,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the “Share Increase Proposal”). |
| For | Against | Abstain | ||
| 819,760 | 73,259 | 12,851 |
| 3. | Ratification of the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”). |
| For | Against | Abstain | ||
| 1,536,758 | 78,554 | 9,147 |
| 4. | Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal, the Share Increase Proposal or the Auditor Ratification Proposal. |
| For | Against | Abstain | ||
| 1,456,064 | 145,267 | 23,128 |
For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc. | |
| 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.
| TNF PHARMACEUTICALS, INC. | ||
| Date: July 26, 2024 | By: | /s/ Joshua Silverman |
| Name: | Joshua Silverman | |
| Title: | Director | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
Of
CERTIFICATE OF INCORPORATION
OF
TNF Pharmaceuticals, Inc.
TNF Pharmaceuticals, 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 that:
| 1. | The name of the Corporation is TNF Pharmaceuticals, Inc. | |
| 2. | The Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware effective as of October 19, 2023 (the “Certificate of Incorporation”). | |
| 3. | The Certificate of Incorporation was corrected by the Certificate of Correction thereto, filed with the Secretary of State of Delaware on March 25, 2024. The Certificate of Incorporation was further amended by the Certificate of Amendment, filed with the Secretary of State of Delaware on July 22, 2024. | |
| 4. | Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation. | |
| 5. | Paragraph A of Article IV of the Certificate of Incorporation is hereby amended and restated to read as follows: | |
| “The Company is authorized to issue a total of three hundred million (300,000,000) shares, of which (i) two hundred and fifty million (250,000,000) shares shall be common stock, par value $0.001 per share (“Common Stock”) and (ii) fifty million (50,000,000) shares shall be preferred stock, par value $0.001 per share (“Preferred Stock”).” | ||
| 6. | Pursuant to the resolution of the Board of Directors, a meeting of the stockholders of the 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 foregoing amendment. | |
| 7. | The foregoing 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.]
[Signature page to Certificate of Amendment]
IN WITNESS WHEREOF, TNF Pharmaceuticals, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 25th day of July, 2024.
| TNF Pharmaceuticals, Inc. | ||
| By: | /s/ Mitchell Glass | |
| Name: | Mitchell Glass | |
| Title: | President and Chief Medical Officer | |