Current Report Filing (8-k)
March 10 2021 - 3:34PM
Edgar (US Regulatory)
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):
March 5, 2021
ENOCHIAN BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-54478
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45-2559340
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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2080 Century
City East
Suite 906
Los Angeles, CA 90067
(Address of principal executive offices)
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+1(786) 888-1685
(Registrant’s telephone number, including
area code)
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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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ENOB
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The Nasdaq Stock Market LLC
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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.
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Submission of Matters to a Vote of Security Holders.
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On March 5, 2021, Enochian Biosciences Inc., a Delaware corporation (the “Company”), held its annual meeting
of stockholders (the “Meeting”) as prescribed in the Proxy Statement filed by the Company with the Securities
and Exchange Commission on February 3, 2021. At the Meeting, four proposals were submitted for a vote of the Company’s stockholders
and the related results are as follows:
Proposal No. 1: The election
of Renè Sindlev, Mark R. Dybul, M.D., Carol L. Brosgart M.D, Gregg Alton, Evelyn D’An, James Sapirstein, Carl Sandler
and Henrik Gronfeldt-Sorensen. for terms until the next annual meeting of stockholders or until each such director’s successor
shall have been duly elected and qualified. The stockholders elected each of the eight directors by the following votes:
Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Renè Sindlev
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23,967,934
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8,850,608
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1,115,545
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Mark R. Dybul, M.D
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23,927,123
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8,891,419
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1,115,545
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Carol L. Brosgart, M.D.
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24,414,539
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8,404,003
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1,115,545
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Gregg Alton
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23,385,047
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9,433,495
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1,115,545
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Evelyn D’An
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23,230,217
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9,588,325
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1,115,545
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James Sapirstein
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22,822,593
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9,995,949
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1,115,545
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Carl Sandler
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23,948,968
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8,869,574
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1,115,545
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Henrik Gronfeldt-Sorensen
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23,968,105
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8,850,437
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1,115,545
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Proposal No. 2: An advisory vote on the compensation paid to our named executive officers. The proposal was approved
as follows:
Votes For
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32,752,645
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Votes Against
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65,345
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Abstentions
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552
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Broker Non-Votes
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1,115,545
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Proposal No. 3: The approval of a non-binding resolution
regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders
approved the non-binding advisory resolution regarding the frequency of future votes on executive compensation with respect to
every three (3) years as follows:
1 Year
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1,685,711
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2 Years
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34,486
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3 Years
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31,022,018
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Abstentions
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76,327
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The Company has decided to set the frequency of future advisory
votes on the compensation of the Company’s named executive officers at every three (3) years going forward.
Proposal No. 4: Ratification
of Independent Registered Public Accounting Firm. The stockholders ratified Sadler, Gibb & Associates, LLC as the Company’s
independent registered public accounting firm as follows:
Votes For
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33,928,758
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Votes Against
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949
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Abstentions
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4,380
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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.
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ENOCHIAN BIOSCIENCES INC.
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By:
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/s/ Luisa Puche
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Name: Luisa Puche
Title: Chief Financial Officer
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Date: March 10, 2021
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