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 7, 2022
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) |
1751 River Run, Suite 400 Fort Worth, Texas 76107 |
| (Address of principal executive offices) |
| (817) 438-6168 |
| (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 7, 2022, TFF Pharmaceuticals, Inc. held its 2022 Annual Meeting of Stockholders, for the purposes of:
| • | Electing six directors, each to serve until our 2023 Annual Meeting of Stockholders; and |
| • | Ratifying the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. |
All of the persons nominated to serve on our board of directors, namely Aaron Fletcher, Glenn Mattes, Brandi Roberts, Robert S. Mills, Stephen C. Rocamboli and Harlan Weisman, were elected to our board of directors, with shares voted as follows:
| Name | For | Withheld | Broker Non-Vote |
| Aaron Fletcher | 9,020,888 | 682,000 | 6,719,559 |
| Glenn Mattes | 6,511,092 | 3,191,796 | 6,719,559 |
| Brandi Roberts | 8,955,687 | 747,201 | 6,719,559 |
| Robert S. Mills | 8,363,326 | 1,339,562 | 6,719,559 |
| Stephen C. Rocamboli | 8,918,789 | 784,099 | 6,719,559 |
| Harlan Weisman | 8,836,216 | 866,672 | 6,719,559 |
In addition, our shareholders ratified the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, with shares voted as follows:
| For | 15,679,280 |
| Against | 365,981 |
| Abstain | 377,186 |
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 8, 2022 | /s/ Kirk Coleman |
| | Kirk Coleman, |
| | Chief Financial Officer |
