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): | | October 23, 2018 |
Adhera Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-13789 | | 11-2658569 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
4721 Emperor Boulevard, Suite 350 Durham, North Carolina | | 27703 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: | | 919-578-5901 |
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) |
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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)) |
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.
The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Adhera Therapeutics, Inc. (the “Company”) was held on October 23, 2018. As of August 30, 2018, the record date for the Annual Meeting, 11,241,684 shares of common stock were issued and outstanding. The holders of the Company’s Series C Convertible Preferred Stock (the “Series C Stock”), Series D Convertible Preferred Stock (the “Series D Stock”), Series E Convertible Preferred Stock (the “Series E Stock”) and Series F Convertible Preferred Stock (the “Series F Stock”) were entitled to an additional 14,697,591 votes at the Annual Meeting, on an as-converted basis, after giving effect to the beneficial ownership limitations set forth in the Certificate of Designation of Rights, Preferences and Privileges of each of the Series C Stock, the Series D Stock, the Series E Stock and the Series F Stock, respectively. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. The voting results reported below are final.
Proposal No. 1
The Company’s stockholders elected each of the Company’s seven (7) director nominees listed below, each to serve as directors of the Company until the 2019 Annual Meeting of Stockholders, based upon the following votes:
| Nominee | | Votes “FOR” | | Votes WITHHELD | | Broker Non-Votes |
| Robert C. Moscato, Jr. | | 12,140,364 | | 3,975,744 | | 3,881,811 |
| Uli Hacksell, Ph.D. | | 12,143,380 | | 3,972,728 | | 3,881,811 |
| Isaac Blech | | 12,300,298 | | 3,815,810 | | 3,881,811 |
| Timothy Boris | | 12,309,466 | | 3,806,642 | | 3,881,811 |
| Erik Emerson | | 12,139,832 | | 3,976,276 | | 3,881,811 |
| Nancy Phelan | | 12,139,635 | | 3,976,473 | | 3,881,811 |
| Donald A. Williams | | 12,305,001 | | 3,811,107 | | 3,881,811 |
Proposal No. 2
The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split, at any time within two (2) years following the Annual Meeting, and in such ratio between a one-for-two and one-for-twenty reverse stock split, to be determined by the Board of Directors, to be in the best interest of the Company, based upon the following votes:
| Votes “FOR” | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes |
| 13,354,526 | | 6,527,884 | | 115,509 | | 0 |
Proposal No. 3
The Company’s stockholders approved the adoption of the 2018 Long Term Incentive Plan of the Company, based upon the following votes:
| Votes “FOR” | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes |
| 9,024,533 | | 6,374,725 | | 716,850 | | 3,881,811 |
Proposal No. 4
The Company’s stockholders ratified the appointment by the Company of Squar Milner LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 based upon the following votes:
| Votes “FOR” | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes |
| 19,631,315 | | 329,953 | | 36,651 | | 0 |
Proposal No. 5
The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers, based upon the following votes:
| Votes “FOR” | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes |
| 9,459,013 | | 5,718,786 | | 938,309 | | 3,881,811 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ADHERA THERAPEUTICS, INC. |
| | | |
| October 25, 2018 | By: | /s/ Robert C. Moscato, Jr. |
| | Name: | Robert C. Moscato, Jr. |
| | Title: | Chief Executive Officer |
