UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 15, 2023, Adamis Pharmaceuticals Corporation (the “Company”) held a special meeting of stockholders virtually (the “Meeting”), to consider proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023 (as amended or supplemented, the “Proxy Statement”). At the Meeting, stockholders holding and entitled to vote 94,687,039 shares of common stock of the Company (“Common Stock”), or approximately 57% of the outstanding shares of Common Stock, and 3,000 shares of Series C Convertible Preferred Stock of the Company (“Series C Preferred”), constituting 100% of the outstanding shares of Series C Preferred and with each share of Series C Preferred entitled to 1,000,000 votes per shares with respect to Proposal 2 and Proposal 4 considered at the Meeting, on the record date for the Meeting, were present either by attendance via live webcast or by proxy. At the Meeting, the stockholders voted on the proposals as described below, each of which is described in the Proxy Statement. As described in the Proxy Statement, shares of Series C Preferred may only vote on the Proposal 2, the reverse stock split proposal (and any related proposal to adjourn the meeting to solicit additional proxies with respect to such proposal, such as Proposal 4), vote with the Common Stock as a single class, and are, to the extent cast, voted in the same proportion as the aggregate shares of Common Stock (excluding any shares of Common Stock that are not voted) are voted on the reverse stock split proposal.
The final results for each of the matters voted on at the Meeting were as follows:
1. Approve the issuance of shares of Adamis common stock and Series E Convertible Preferred Stock pursuant to the Agreement and Plan of Merger and Reorganization dated as of February 24, 2023, and entered into by and among Adamis, Aardvark Merger Sub, Inc., and DMK Pharmaceuticals Corporation.
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| 39,505,725 | 17,699,440 | 378,196 | 37,103,678 |
The proposal was approved.
2. To adopt and approve an amendment to the Company’s restated certificate of incorporation to authorize the Board of Directors (the “Board”) of the Company to effect a reverse stock split of the Company’s common stock by a ratio of not less than 1-for-2 and not more than 1-for-100, with the Board having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a whole number within the above range as determined by the Company’s Board in its discretion before August 31, 2023.
With respect to the shares of Common Stock present in person or by proxy at the Meeting, votes “For” were 70,388,021; votes “Against” were 23,525,085; votes withheld were 773,933; and there were no broker non-votes. Including the votes of the Series C Preferred, voting results were as follows:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| 2,318,892,750 | 775,020,356 | 773,993 |
The proposal was approved.
3. Proposal 3. To approve, on a non-binding basis, the compensation that may become payable to Adamis’ named executive officers in connection with or following the proposed merger with DMK Pharmaceuticals Corporation.
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| 33,776,767 | 23,287,072 | 519,522 | 37,103,678 |
The proposal was approved.
4. Approval of the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to adopt Proposals 1 and 2.
With respect to the shares of Common Stock present in person or by proxy at the Meeting, votes “For” were 70,625,012; votes “Against” were 23,294,266; votes withheld were 767,761; and there were no broker non-votes. Including the votes of the Series C Preferred, voting results were as follows:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| 2,326,552,022 | 767,367,256 | 767,761 | -- |
The proposal was approved.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ADAMIS PHARMACEUTICALS CORPORATION | ||
| Dated: May 16, 2023 | By: | /s/ David C. Benedicto |
| Name: | David C. Benedicto | |
| Title: | Chief Financial Officer | |