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 (Date of earliest event reported): November 4, 2021
TFF PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 001-39102 | | 82-4344737 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
3801 S. Capital of Texas Hwy, Suite 330
Austin, Texas 79704
(Address of principal executive offices)
(737) 802-1973
(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 obligations of the registrant under any of the following provisions.
| ☐ | 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 240.14d-2(b) |
| ☐ | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock: Par value $.001 | | TFFP | | Nasdaq Global Market |
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 4, 2021, TFF Pharmaceuticals, Inc. held its 2021 Annual Meeting of Stockholders, for the purposes of:
| ● | Electing eight directors, each to serve until our 2022 Annual Meeting of Stockholders; |
| ● | Authorizing and approving our 2021 Stock Incentive Plan; and |
| ● | Ratifying the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. |
All of the persons nominated to serve on our board of directors, namely Aaron Fletcher, Glenn Mattes, Brian Windsor, Robert S. Mills, Stephen C. Rocamboli, Harlan Weisman, Randy Thurman, and Malcolm Fairbairn, were elected to our board of directors, with shares voted as follows:
| Name | | For | | | Withheld | | | Broker Non-Vote | |
| Aaron Fletcher | | | 10,505,299 | | | | 660,260 | | | | 6,568,344 | |
| Glenn Mattes | | | 10,560,825 | | | | 604,734 | | | | 6,568,344 | |
| Brian Windsor | | | 10,755,152 | | | | 410,407 | | | | 6,568,344 | |
| Robert S. Mills | | | 10,160,672 | | | | 1,004,887 | | | | 6,568,344 | |
| Stephen C. Rocamboli | | | 10,735,650 | | | | 429,909 | | | | 6,568,344 | |
| Harlan Weisman | | | 10,434,881 | | | | 730,678 | | | | 6,568,344 | |
| Randy Thurman | | | 10,756,709 | | | | 408,850 | | | | 6,568,344 | |
| Malcolm Fairbairn | | | 10,759,700 | | | | 405,859 | | | | 6,568,344 | |
Further, our shareholders authorized and approved, and therefore adopting, our 2021 Stock Incentive Plan, with shares voted as follows:
| For | | | 8,243,575 | |
| Against | | | 2,334,031 | |
| Abstain | | | 587,953 | |
| Broker Non-Vote | | | 6,568,344 | |
In addition, our shareholders ratified the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, with shares voted as follows:
| For | | | 17,648,123 | |
| Against | | | 17,237 | |
| Abstain | | | 68,543 | |
There were no broker non-votes on the ratification of our independent registered public accounting firm.
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.
| | TFF PHARMACEUTICALS, INC. |
| Dated: November 10, 2021 | /s/ Kirk Coleman |
| | Kirk Coleman, |
| | Chief Financial Officer |
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