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
Date of Report (Date of earliest event reported): July 10, 2019
SPRING BANK PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-37718 | 52-2386345 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
35 Parkwood Drive, Suite 210 Hopkinton, MA 01748 | |
(Address of principal executive offices) (Zip Code) | |
Registrant’s telephone number, including area code: (508) 473-5993
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
Title of Class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $0.0001 par value per share | | SBPH | | The Nasdaq Stock Market, LLC |
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. ☒
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 10, 2019, Spring Bank Pharmaceuticals, Inc. (the “Company”) held its 2019 annual meeting of stockholders. At the annual meeting, the stockholders: (1) re-elected Timothy Clackson, Ph.D. and elected Pamela Klein, M.D. to serve as members of the Company’s Board of Directors, each as a Class I director for a term of three years to serve until the 2022 annual meeting of stockholders or until his or her successor is elected and qualified or until his or her earlier death, resignation or removal (the “Election of Directors”) and (2) ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (the “Ratification of Appointment of Independent Registered Public Accounting Firm”). A more complete description of these matters is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 24, 2019.
The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.
1.Election of Directors:
Nominee | | Shares Voted For | | Shares Voted to Withhold Authority | | Broker Non-votes |
Timothy Clackson, Ph.D. | | 9,017,092 | | 941,698 | | 3,426,920 |
Pamela Klein, M.D. | | 9,922,346 | | 36,444 | | 3,426,920 |
2.Ratification of Appointment of Independent Registered Public Accounting Firm:
Shares Voted For | | Shares Voted Against | | Shares Abstaining |
13,302,040 | | 18,018 | | 65,652 |
Item 8.01 Other Events.
On July 10, 2019, the Company issued a press release announcing Dr. Klein’s election to the Company’s Board of Directors. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1Press Release dated July 10, 2019.
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 thereunto duly authorized.
| SPRING BANK PHARMACEUTICALS, INC. |
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| By: | /s/ Martin Driscoll |
| | Martin Driscoll |
| | President and Chief Executive Officer |
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Date: July 10, 2019
