UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 4, 2020
________________________________
Seneca Biopharma, Inc.
(Exact name of registrant as specified in Charter)
| Delaware | | 001-33672 | | 52-2007292 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employee Identification No.) |
20271 Goldenrod Lane, 2 nd Floor, Germantown, Maryland 20876
(Address of Principal Executive Offices)
(301) 366-4960
(Issuer Telephone number)
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. below):
| | ☐ | 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)) |
| | | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common stock, par value $0.01 per share | | SNCA | | NASDAQ Capital Market |
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Seneca Biopharma, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on September 9, 2020 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of Proposal 6 of the Company’s 2020 Annual Meeting of Stockholders held on August 7, 2020 (the “2020 Annual Meeting”). The purpose of this amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“Say-On-Pay”). No other changes have been made to the Original Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
As previously reported in the Original Form 8-K, in a non-binding, advisory vote on the frequency of future Say-On-Pay votes held at the 2020 Annual Meeting, 2,949,201 votes were cast for one year, 237,046 votes were cast for two years, 2,167,362 votes were cast for three years, 367,533 votes abstained and there were 6,023,458 broker non-votes. The Company has considered the outcome of this advisory vote and has determined it will hold future Say-On-Pay votes every year until the occurrence of the next advisory vote on the frequency of Say-On-Pay. The next advisory vote on the frequency of Say-On-Pay is required to occur not later than the Company’s 2023 Annual Meeting of Stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | December 3, 2020 | Seneca Biopharma, Inc. | |
| | | | |
| | | | |
| | | /s/ Dane Saglio | |
| | | By: Dane Saglio | |
| | | Chief Financial Officer | |
| | | | |
