UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2019
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-31361 | 35-2089858 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
4131 ParkLake Ave., Suite #225 Raleigh, NC |
27612 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 919-582-9050
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 to 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, par value $0.001 | BDSI | The Nasdaq capital 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As noted in Item 5.07 below, on July 25, 2019, the stockholders of BioDelivery Sciences International, Inc. (the Company) approved an amendment to the Companys Certificate of Incorporation to increase the number of authorized shares of the Companys common stock, par value $0.001 per share (Common Stock), from 125,000,000 shares to 175,000,000 shares. A copy of the Certificate of Amendment to the Companys Certificate of Incorporation reflecting the foregoing amendment filed with the Secretary of the State of Delaware is attached hereto as Exhibit 3.1.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 25, 2019, the Company held its 2019 Annual Meeting of Stockholders (the Annual Meeting). Proxies were solicited pursuant to the Companys definitive proxy statement filed on June 17, 2019, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of common stock, par value $0.001 per share, of the Company (the Common Stock) entitled to vote at the Annual Meeting was 89,513,533. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 78,073,297, thus establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Companys stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final.
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal 1: To elect five directors to the Board, Peter S. Greenleaf (our current Chairman of the Board), Todd C. Davis (a current director), Herm Cukier (our current Chief Executive Officer and a director), Mark A. Sirgo (our current Vice Chairman of the Board) and Kevin Kotler (a current director) as directors to the Board of Directors (the Board), each to hold office until the 2020 annual meeting of the Company and until each such directors successor shall have been duly elected and qualified or until his earlier resignation or removal.
Nominees |
For Nominee | Withhold Authority for Nominee | Broker Non-Votes | |||||||||
Peter S. Greenleaf |
43,856,317 | 16,048,286 | 18,168,694 | |||||||||
Todd C. Davis |
57,849,996 | 2,054,607 | 18,168,694 | |||||||||
Herm Cukier |
58,448,724 | 1,455,879 | 18,168,694 | |||||||||
Mark A. Sirgo |
55,644,702 | 4,259,901 | 18,168,194 | |||||||||
Kevin Kotler |
55,843,304 | 4,061,299 | 18,168,194 |
Proposal 2: To ratify the appointment by the Audit Committee of the Board of Cherry Bekaert LLP as the Companys registered public accounting firm for the fiscal year ending December 31, 2019.
Shares Voted For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
75,393,572 |
1,515,788 | 1,163,937 | |
Proposal 3: To approve the Companys 2019 Stock Option and Incentive Plan.
Shares Voted For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
48,385,657 |
10,994,113 | 524,883 | 18,168,194 |
Proposal 4: To conduct a non-binding advisory vote on our 2018 executive compensation.
Shares Voted For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
57,005,934 |
2,351,764 | 546,905 | 18,168,194 |
Proposal 5: To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation.
One Year |
Two Years |
Three Years |
Shares Abstaining |
Broker Non-Votes | ||||
26,259,069 |
1,500,312 | 31,728,825 | 416,397 | 18,168,694 |
Proposal 6: To approve an amendment to the Charter to increase the number of authorized shares of the Companys Common Stock from 125,000,000 shares to 175,000,000 shares.
Shares Voted For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
71,189,297 |
6,234,352 | 649,648 | |
Based on the foregoing, Peter S. Greenleaf, Todd C. Davis, Herm Cukier, Mark A. Sirgo and Kevin Kotler were elected as directors each to hold office until the 2020 annual meeting of the Company and until each such directors successor shall have been duly elected and qualified or until his earlier resignation or removal. Cherry Bekaert LLP was ratified as the Companys registered public accounting firm for the fiscal year ending December 31, 2019. The Companys 2019 Stock Option and Incentive Plan was approved. The Companys 2018 executive compensation was approved. In the Proxy Statement provided to stockholders, the Board recommended that stockholders vote, on a non-binding advisory basis, to hold future non-binding advisory votes on the Companys executive compensation (say-on-pay votes) every three years. The stockholders approved, on a non-binding advisory basis, to hold future say-on-pay votes every three years. After consideration of the voting results and other factors, on July 25, 2019, the Board has determined that the Company will hold a stockholder vote on executive compensation every three years through 2025, when the next stockholder vote on the frequency of say-on-pay votes is required under the Securities Exchange Act of 1934, as amended, or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Companys stockholders. The amendment to the Companys Charter described in Proposal 6 was approved.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
3.1 | Certificate of Amendment to the Certificate of Incorporation of BioDelivery Sciences International, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 25, 2019 | BIODELIVERY SCIENCES INTERNATIONAL, INC. | |||||
By: | /s/ Mary Theresa Coelho | |||||
Name: | Mary Theresa Coelho | |||||
Title: | Chief Financial Officer and Treasurer |
Exhibit 3.1
Charter Amendment
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC.
BioDelivery Sciences International, Inc. (the Corporation), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the DGCL), does hereby certify:
1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this Amendment) amends the provisions of the Certificate of Incorporation of the Corporation (the Certificate).
2. This Amendment has been approved and duly adopted by the Corporations Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.
3. The Certificate is hereby amended as follows:
The first paragraph of Article FIFTH is hereby amended and restated in its entirety to read as set forth below:
FIFTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 180,000,000 shares, consisting of 175,000,000 (One-Hundred Seventy-Five Million) shares of common stock, each of par value $0.001 (the Common Stock), and 5,000,000 (Five Million) shares of preferred stock, each of par value $0.001 (the Preferred Stock).
*_*_*_*
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to the Certificate of Incorporation as of July 25, 2019.
BIODELIVERY SCIENCES INTERNATIONAL, INC. |
/s/ Herm Cukier |
Herm Cukier |
Chief Executive Officer |