FIRST WAVE BIOPHARMA, INC. Item 3.01 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
At the annual meeting of stockholders held on
On
At the Effective Time, every thirty shares of First Wave's issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-30 Reverse Stock Split. It is not necessary for stockholders holding shares of the Common Stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Stock Split, although stockholders may do so if they wish.
The Reverse Stock Split will affect all stockholders uniformly and will not
alter any stockholder's percentage interest in the Company's equity, except to
the extent that the Reverse Stock Split would result in a stockholder owning a
fractional share. No fractional shares will be issued in connection with the
Reverse Stock Split. Stockholders who would otherwise be entitled to receive a
fractional share will instead receive a cash payment based on the closing price
of the Common Stock as reported on The Nasdaq Capital Market on
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, all five of the foregoing stockholder proposals were
approved, based upon an aggregate of 41,590,308 shares of Common Stock, 150
shares of Series D Preferred Stock and 150 shares of Series E Preferred Stock
outstanding as of
1. The election of each ofJames Sapirstein ,Edward J. Borkowski , Charles J. Casamento,Terry Coelho ,David Hoffman andAlastair Riddell 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.
The votes were cast for this matter as follows:
Nominees Votes For Votes Withheld Broker Non-Votes
James Sapirstein 3,123,370 1,322,525 10,224,308
Edward J. Borkowski 3,131,149 1,314,746 10,224,308
Charles J. Casamento 3,149,717 1,296,178 10,224,308
Terry Coelho 3,146,281 1,299,614 10,224,308
David Hoffman 3,118,818 1,327,077 10,224,308
Alastair Riddell 3,147,928 1,297,967 10,224,308
2. The proposal to adopt and approve an amendment to the Charter to effect a
reverse stock split of the Company's issued and outstanding shares of
Common Stock, at a specific ratio, ranging from one-for-ten (1:10) to
one-for-forty (1:40), at any time prior to the one-year anniversary date
of the Annual Meeting, with the exact ratio to be determined by the Board
was approved by a majority of the voting power of the outstanding shares
of Common Stock, Series D Preferred Stock and Series E Preferred Stock
entitled to vote on the proposal, based upon the following votes:
Votes For Votes Against Abstentions
22,716,528,871 7,298,877,910 14,549
3. The proposal to approve, on an advisory basis, the executive compensation
of the Company's named executive officers was approved by a majority of
votes cast, based upon the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
2,518,382 1,706,052 221,461 10,224,308
4. The proposal to indicate, on an advisory basis, the preferred frequency of
stockholder advisory votes on the compensation of the Company's named
executive officers was approved by a majority of votes cast, based upon
the following votes:
1 Year 2 Years 3 Years Abstain
3,452,479 93,307 413,074 487,035
5. 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:
Votes For Votes Against Abstentions
12,065,061 2,417,662 187,480
The Board has considered the outcome of Proposal 4, the advisory vote on how often the Company will conduct an advisory vote on executive compensation and has determined, as was recommended with respect to this proposal by the Board in the proxy statement for the Annual Meeting, that the Company will conduct future advisory votes on executive compensation every year until the occurrence of the next vote on how often the Company will conduct an advisory vote on executive compensation. The next vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation is required to occur no later than the Company's 2028 Annual Meeting of Stockholders.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Certificate of Amendment to the Amended and Restated Certificate of
3.1 Incorporation of First Wave BioPharma, Inc. , dated August 25, 2022 .
99.1 Press Release, dated August 25, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).© Edgar Online, source
