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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2018 Stock Incentive Plan
On September 15, 2022, NightHawk Biosciences, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2018 Stock Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 5,000,000 shares of common stock. A description of the 2018 Stock Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on July 28, 2022 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “Proposal 3—APPROVAL OF AN AMENDMENT TO OUR 2018 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN BY AN ADDITIONAL 5,000,000 SHARES OF COMMON STOCK”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 4 to the 2018 Stock Incentive Plan, a copy of which is included as an exhibit hereto and attached to the Definitive Proxy Statement as Appendix A.
Amendment to 2021 Subsidiaries Stock Incentive Plan
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Subsidiaries Stock Incentive Plan (the “2021 Subsidiaries Stock Incentive Plan” or the “SSIP”) to increase the number of shares that each Participating Subsidiary may issue under the SSIP from ten percent (10%) of the total outstanding shares of common stock of each Participating Subsidiary as of the effective date of adoption of the SSIP by the Participating Subsidiary to fifteen percent (15%) of the total outstanding shares of common stock of each Participating Subsidiary as of the date of the Annual Meeting and as of the effective date of adoption of the SSIP for any Participating Subsidiary that adopts the SSIP after the date such increase is approved by the stockholders of the Company. A description of the SSIP, as amended, is set forth in the Definitive Proxy Statement in the section entitled “Proposal 4—AMENDMENT TO SUBSIDIARIES INCENTIVE PLAN”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Amendment to the SSIP, a copy of which is included as an exhibit hereto and attached to the Definitive Proxy Statement as Appendix B.
Addition of Elusys Therapeutics, Inc. as a Participating Subsidiary in the 2021 Subsidiaries Stock Incentive Plan
At the Annual Meeting, the Company’s stockholders approved the addition of Elusys Therapeutics, Inc. (“Elusys”) as a Participating Subsidiary in the 2021 Subsidiaries Stock Incentive Plan, which enable Elusys to issue awards under the SSIP to officers, directors, employees and consultants of Elusys. Since Proposal 4 was approved at the Annual Meeting, the number of shares of Elusys common stock reserved for issuance under the SSIP will be fifteen percent (15%) of its total outstanding shares of common stock.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 15, 2022, at the Annual Meeting, the Company’s stockholders voted on the following six (6) proposals and cast their votes as described below. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4, 5 and 6 as set forth in the Definitive Proxy Statement were as follows:
Proposal 1 — Election of Directors
The following four (4) individuals were elected as directors, to serve until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified with the following votes:
| Name of Director | Votes For | Withheld | Broker Non-Votes | |||
| 1. Jeffrey Wolf | 4,428,374 | 1,442,744 | 6,867,155 | |||
| 2. John Monahan, Ph.D. | 4,389,621 | 1,481,497 | 6,867,155 | |||
| 3. Edward B. Smith, III | 4,223,378 | 1,647,740 | 6,867,155 | |||
| 4. John Prendergast, Ph.D. | 4,398,691 | 1,472,427 | 6,867,155 |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, based on the votes set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
|
10,549,743 |
1,940,351 | 248,179 | 0 |
Proposal 3 — Approval of an Amendment to our 2018 Stock Incentive Plan
As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 4 to the Company’s 2018 Stock Incentive Plan, which amendment increased the number of shares of common stock that the Company will have authority to grant under the 2018 Stock Incentive Plan by an additional 5,000,000 shares of common stock. As a result, a maximum of 8,857,141 shares of common stock may be issued under the 2018 Stock Incentive Plan, as amended. The results of the voting for this approved proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,445,631 | 2,332,492 | 92,995 | 6,867,155 |
Proposal 4 — Approval of an Amendment to our 2021 Subsidiaries Stock Incentive Plan
As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted an Amendment to the Company’s 2021 Subsidiaries Stock Incentive Plan, which amendment increased the number of shares that of each Participating Subsidiary may be granted under the SSIP from ten percent (10%) of the total outstanding shares of common stock of each Participating Subsidiary as of the effective date of adoption of the SSIP by the Participating Subsidiary to fifteen percent (15%) of the total outstanding shares of common stock of each Participating Subsidiary. The results of the voting for this approved proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
|
3,646,769 |
2,095,882 | 128,467 |
6,867,155 |
Proposal 5 — Approval of the Addition of Elusys Therapeutics, Inc. as a Participating Subsidiary in our 2021 Subsidiaries Stock Incentive Plan
As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted the addition of Elusys as a Participating Subsidiary in the 2021 Subsidiaries Stock Incentive Plan. The results of the voting for this approved proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
|
4,114,635 |
1,626,275 | 130,208 |
6,867,155 |
Proposal 6 —Advisory Vote on the Approval of Executive Compensation
Stockholders did not approve the advisory vote on the compensation of the Company’s named executive officers, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 2,229,201 | 3,527,167 | 114,750 | 6,867,155 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 |
Amendment No. 4 to the NightHawk Biosciences, Inc. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 28, 2022)
| |
| 10.2 | Amendment to the NightHawk Biosciences, Inc. 2021 Subsidiaries Stock Incentive Plan (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 28, 2022) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| Dated: September 15, 2022 | NightHawk Biosciences, Inc. | |
| By: | /s/ Jeffrey Wolf | |
| Name: | Jeffrey Wolf | |
| Title: | Chairman, President and Chief Executive Officer | |
Cover |
Sep. 15, 2022 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 15, 2022 |
| Entity File Number | 001-35994 |
| Entity Registrant Name | NightHawk Biosciences, Inc. |
| Entity Central Index Key | 0001476963 |
| Entity Tax Identification Number | 26-2844103 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 627 Davis Drive |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Morrisville |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 27560 |
| City Area Code | (919) |
| Local Phone Number | 240-7133 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Common Stock [Member] | |
| Common Stock | Common Stock, $0.0002 par value per share |
| Trading Symbol | NHWK |
| Security Exchange Name | NYSEAMER |
| Common Stock Purchase Rights [Member] | |
| Common Stock | Common Stock Purchase Rights |
| Trading Symbol | None |
| Security Exchange Name | NYSEAMER |
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