Delaware | ||||
(State or other jurisdiction of incorporation) | ||||
001-37590 | 45-0705648 | |||
(Commission File Number) | (IRS Employer Identification No.) |
540 Gaither Road, Suite 400, Rockville, Maryland 20850 (Address of principal executive offices) (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: (410) 522-8707 |
¨ | 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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 Par Value | CERC | Nasdaq Capital Market |
1. | Proposal 1: To elect seven nominees to the Board to hold office until the 2020 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following nominees were elected to the Company’s board of directors, with the voting results for each nominee as shown: |
Name | For | Withheld | Broker Non-Votes | |||
Simon Pedder, Ph.D. | 21,529,823 | 12,246,349 | 0 | |||
Steven J. Boyd | 28,988,189 | 4,787,983 | 0 | |||
Peter Greenleaf | 28,383,398 | 5,392,774 | 0 | |||
Phil Gutry | 24,656,417 | 9,119,755 | 0 | |||
Uli Hacksell, Ph.D. | 20,877,567 | 12,889,847 | 8,757 | |||
Magnus Persson, M.D., Ph.D. | 30,551,025 | 3,225,147 | 0 | |||
Keith Schmidt | 28,275,621 | 5,500,551 | 0 |
2. | Proposal 2: To approve an amendment to the Certificate to eliminate the provision requiring a super-majority stockholder vote to amend the Certificate. The votes indicated below resulted in this proposal not being approved: |
For | Withheld | Abstain | Broker Non-Votes | |||
24,693,223 | 9,066,283 | 16,666 | 0 | |||
3. | Proposal 3: To approve an amendment to the Certificate and Bylaws to eliminate the provisions requiring a super-majority stockholder vote to amend the Bylaws. The votes indicated below resulted in this proposal not being approved: |
For | Withheld | Abstain | Broker Non-Votes | |||
24,690,886 | 9,068,620 | 16,666 | 0 | |||
4. | Proposal 4: To approve an amendment to our Certificate and Bylaws to allow stockholders to act by majority written consent as long as Armistice Capital LLC owns at least 40% of our outstanding stock. The votes indicated below resulted in this proposal not being approved: |
For | Withheld | Abstain | Broker Non-Votes | |||
24,638,341 | 9,117,608 | 20,223 | 0 | |||
5. | Proposal 5: To approve, as required by and in accordance with NASDAQ Listing Rule 5635(d), the issuance of an aggregate of 3,570,000 additional shares of the Company’s common stock following the achievement of certain earn-out thresholds pursuant to the Merger Agreement for Earn-Out Payments. This proposal was approved by the votes indicated below: |
For | Withheld | Abstain | Broker Non-Votes | |||
28,231,151 | 80,270 | 18,821 | 0 | |||
6. | Proposal 6: To approve the Cerecor Inc. Second Amended and Restated 2016 Equity Incentive Plan. This proposal was approved by the votes indicated below: |
For | Withheld | Abstain | Broker Non-Votes | |||
28,366,715 | 5,045,417 | 4,040 | 0 | |||
10.1 |
CERECOR INC. | |||
Date: August 8, 2019 | /s/ Joseph M. Miller | ||
Joseph M. Miller | |||
Chief Financial Officer |