UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 31, 2023, the Board of Directors (the “Board”) of Blue Water Biotech, Inc., a Delaware corporation (the “Company”), voted to adopt a 401(k) Safe Harbor Non-Elective Plan (the “401(k) Plan”). The 401(k) Plan is an employee savings and retirement plan to which substantially all employees may contribute, including the Company’s named executive officers, effective July 1, 2023. Pursuant to the 401(k) Plan, employee and Company contributions will vest immediately, subject to a three month waiting period for new hires. The Company will be required to contribute 3% of gross pay to eligible employees’ 401(k) Plans.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On May 31, 2023, the Board amended the Company’s bylaws to reduce the quorum requirement at meetings of the Company’s stockholders from a majority of the voting power of the outstanding shares of stock of the Company entitled to vote, to one-third of the voting power of the outstanding shares of stock of the Company entitled to vote, effective immediately. No other changes were made to the bylaws. A copy of the Third Amended and Restated Bylaws reflecting the amendment is attached as Exhibit 3.1 to this Current Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 31, 2023, the Company conducted its 2023 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock entitled to vote at the Annual Meeting was 15,878,150 shares outstanding as of the record date (the “Voting Stock”). No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting.
The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 9,971,461 shares. At the Annual Meeting, the Company’s stockholders (i) elected Mr. James Sapirstein as a Class II director for a three-year term that expires at the 2026 annual meeting of stockholders or until his successor is elected and qualified, (ii) approved an amendment to the Company’s Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) to increase the aggregate number of shares of Common Stock which may be issued under the plan by 550,000 shares from 2,600,000 to 3,150,000 shares, and (iii) ratified the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of Directors
Mr. James Sapirstein was elected as a Class II director to serve for a three-year term that expires at the 2026 annual meeting of stockholders or until his successor is elected and qualified. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Vote | |||||||||
| James Sapirstein | 6,207,510 | 656,947 | 3,107,004 | |||||||||
Proposal No. 2 – Amendment to 2022 Equity Incentive Plan
The amendment to the 2022 Plan to (i) increase the aggregate number of shares of Common Stock which may be issued under the plan by 550,000 shares from 2,600,000 to 3,150,000 shares was approved. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||||||||||
| 6,191,117 | 659,202 | 14,138 | 3,107,004 | |||||||||||
Proposal No. 3 – Ratification of the appointment of independent registered public accounting firm
Appointment by the Company’s audit committee of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||||||||||
| 9,717,035 | 248,537 | 5,889 | - | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Third Amended and Restated Bylaws of Blue Water Biotech, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Blue Water Biotech, Inc. | ||
| Date: June 6, 2023 | By: | /s/ Joseph Hernandez |
| Joseph Hernandez | ||
| Chief Executive Officer | ||
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