UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8‑K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 14, 2018
(Date of earliest event reported)
BIOPHARMX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-37411 | 59-3843182 |
(Commission File Number) | (IRS Employer Identification No.) |
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1505 Adams Drive, Suite D | 94025 |
(Address of Principal Executive Offices) | (Zip Code) |
(650) 889-5020
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12) |
o | Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) |
o | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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| Emerging growth company | ☐ |
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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 5.07. Submission of Matters to a Vote to Security Holders
BioPharmX Corporation (the “Company”) held its Annual Meeting of Stockholders on August 14, 2018 (the “Annual Meeting”). As of the close of business on June 22, 2018, the record date for the Annual Meeting, 191,518,731 shares of common stock were outstanding and entitled to vote. Present at the Annual Meeting in person or by proxy were holders representing 146,492,807 shares of common stock, representing approximately 76% of the eligible votes, constituting a quorum.
Voting results were as follows:
Proposal 1: Election of three directors, each to serve until his/her successor has been duly elected and qualified or until his or her earlier resignation or removal:
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Director Names |
| For |
| Withheld |
| Broker Non-Votes |
Anja Krammer |
| 72,285,988 |
| 31,112,391 |
| 43,094,428 |
Michael Hubbard |
| 70,662,522 |
| 32,735,857 |
| 43,094,428 |
Stephen Morlock |
| 58,367,372 |
| 45,031,007 |
| 43,094,428 |
Proposal 2: To approve an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 450,000,000 shares to 900,000,000 shares:
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For | Against | Abstain |
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85,128,850 | 59,854,148 | 1,509,809 |
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Proposal 3: To approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-25, with the exact ratio to be set within that range at the discretion of the Company’s board of directors before August 14, 2019 without further approval or authorization of the Company’s stockholders. The board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion:
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For | Against | Abstain |
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99,745,029 | 45,434,962 | 1,312,816 |
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Proposal 4: To approve the amendment of the Company’s 2016 Equity Incentive Plan such that the number of shares available for issuance thereunder will increase by 50,000,000 shares on a pre-split basis, and remove the limitation on the number of shares that can be issued in a calendar year to a plan participant:
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For | Against | Abstain | Broker Non-Votes |
57,100,231 | 41,424,238 | 4,873,910 | 43,094,428 |
Proposal 5: The ratification of the appointment of BPM LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2019:
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For |
| Against |
| Abstain |
128,133,756 |
| 9,525,861 |
| 8,833,190 |
Proposal 6: The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:
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For |
| Against |
| Abstain |
| Broker Non-Votes |
63,691,795 |
| 34,814,594 |
| 4,891,990 |
| 43,094,428 |
As a result, Proposals 1, 3, 4, 5 and 6 passed. Proposal 2 did not pass. No other matters were considered or voted upon at the meeting.
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.
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| BIOPHARMX CORPORATION | ||
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Date: August 17, 2018 | By: | /s/ GREG KITCHENER | |
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| Name: | Greg Kitchener |
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| Title: | Chief Financial Officer |