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): June 28, 2023
CANDEL THERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-40629 | 52-2214851 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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117 Kendrick St., Suite 450 Needham, MA | 02494 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 916-5445
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:
☐ | 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)) |
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, $0.01 par value per share |
| CADL |
| The Nasdaq Global Market |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Candel Therapeutics, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 28, 2023. As of May 19, 2023, the record date for the Annual Meeting, there were 28,919,810 outstanding shares of the Company’s voting common stock. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on May 23, 2023: (i) to elect three directors, Edward J. Benz Jr., M.D., Paul B. Manning, and Paul Peter Tak, M.D., Ph.D., FMedSci, as Class II directors of the Company to serve for a three-year term expiring at the Company’s 2026 annual meeting of stockholders and until their successor has been duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”) and (ii) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 2”).
The Company’s stockholders elected each of the Class II director nominees, Edward J. Benz Jr., M.D., Paul B. Manning, and Paul Peter Tak, M.D., Ph.D., FMedSci, recommended for election at the Annual Meeting in Proposal 1. The votes cast at the Annual Meeting were as follows:
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| For |
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| Against |
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| Abstain |
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| Broker Non-Votes |
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Edward J. Benz Jr., M.D. |
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| 10,762,707 |
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| 205,866 |
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| - |
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| 4,502,642 |
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Paul B. Manning |
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| 10,903,287 |
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| 65,286 |
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| - |
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| 4,502,642 |
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Paul Peter Tak, M.D., Ph.D., FMedSci |
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| 10,930,887 |
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| 37,686 |
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| - |
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| 4,502,642 |
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The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, recommended for ratification in Proposal 2 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:
For |
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| Against |
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| Abstain |
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| 15,388,012 |
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| 82,122 |
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| 1,081 |
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No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.
SIGNATURE
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.
Candel Therapeutics, Inc. | |||
Date: June 29, 2023 | By: | /s/ Paul Peter Tak | |
Paul Peter Tak, M.D., Ph.D., FMedSci | |||
President and Chief Executive Officer | |||