UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| May 19, 2020 | ||
| Date of Report (Date of Earliest Event Reported) | ||
| Sun BioPharma, Inc. | ||
| (Exact Name of Registrant as Specified in its Charter) | ||
Delaware | 000-55242 | 87-0543922 | ||
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
712 Vista Blvd #305 Waconia, Minnesota | 55387 | |
(Address of Principal Executive Offices) | (Zip Code) |
| (952) 479-1196 | ||
| (Registrant’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 registrant under any of the following provisions (see General Instruction A.2):
☐ 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: None
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Sun BioPharma, Inc. (the “Company”) held on May 19, 2020, the Company’s stockholders, upon the recommendation of the Board of Directors (the “Board”), approved the amendment and restatement of the 2016 Omnibus Incentive Plan (the “Plan”), which is the only plan under which equity awards are currently available for grant. A total of 2,800,000 shares of Company common stock are now available for issuance under the Plan, subject to adjustment for future stock splits, stock dividends and similar changes in the capitalization of the Company. In addition, the Plan provides that the number of shares available for issuance under the Plan will increase on January 1 of each year beginning in 2021 and ending on January 1, 2025 in an amount equal to the lesser of (i) 20% of the total number of fully diluted shares (as defined in the Plan) as of December 31 of the immediately preceding calendar year and (ii) such lesser number of shares as may be determined by the Board or its Compensation Committee prior to January 1st of any calendar year.
A description of the material terms of the Plan is set forth in the Company’s definitive proxy statement relating for the Annual Meeting, filed with the Securities and Exchange Commission on April 20, 2020, and such description and the foregoing summary are qualified by reference to the full text of the Plan, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 19, 2020 and stockholders voted on the following proposals, each as described further in the definitive proxy statement for the meeting, filed with the Securities and Exchange Commission on April 20, 2020.
Proposal 1 – Election of Two Class I Directors
Stockholders elected each of the two nominees to serve as a director for a three-year term ending at the annual meeting of stockholders to be held in 2023, based on the votes listed below:
| Director Nominee | For | Withhold | Broker Non- Votes | |||
| Suzanne Gagnon | 3,187,098 | 3,302 | 524,841 | |||
| Paul W. Schaffer | 3,187,200 | 3,200 | 524,841 |
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
Stockholders ratified the selection of Cherry Bekaert LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, based on the votes listed below:
| For | Against | Abstain | Broker Non- Votes | |||
| 3,680,060 | – | 35,181 | – |
Proposal 3 – Approval of Amendment and Restatement of 2016 Omnibus Incentive Plan
Stockholders approved the amendment and restatement of the 2016 Omnibus Incentive Plan, based on the votes listed below:
| For | Against | Abstain | Broker Non- Votes | |||
| 3,158,529 | 102 | 31,769 | 524,841 |
Item 9.01 Financial Exhibits.
(d) Exhibits
Exhibit No. | Description | Method of Filing | ||
99.1 | 2016 Omnibus Incentive Plan, as amended through April 9, 2020 | �� | Filed Electronically |
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.
| SUN BIOPHARMA, INC. |
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Date: May 26, 2020 | By | /s/ Susan Horvath |
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| Susan Horvath |
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| Chief Financial Officer |
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