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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 5, 2024

 

 

 

MoonLake Immunotherapeutics

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39630   98-1711963

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

Dorfstrasse 29

Zug, Switzerland 6300

(Address of principal executive offices, including zip code)

 

41 415108022

(Registrant’s telephone number, including area code)

 

N/A

(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 of 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
Class A ordinary share, par value $0.0001 per share   MLTX   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 5.07. Submission of Matters to a Vote of Security Holders.

 

On Wednesday, June 5, 2024, MoonLake Immunotherapeutics (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “Annual Meeting”). As of the close of business on April 11, 2024, the record date for the Annual Meeting, there were 62,874,637 Class A Ordinary Shares and 995,267 Class C Ordinary Shares entitled to vote at the meeting. At the Annual Meeting, each of the Company’s director nominees was elected, a frequency of one year received the plurality of votes cast on Proposal 4 and the other proposals voted on were approved. The final voting results are set forth below:

 

   Votes
For
   Votes
Withheld
  

Broker

Non-Votes

 
Proposal 1. Election of Class II Director Nominees            
● Catherine Moukheibir   50,398,781    4,335,564    4,241,512 
● Dr. Ramnik Xavier   53,899,047    835,298    4,241,512 

 

   Votes
For
   Votes
Against
   Abstentions  

Broker

Non-Votes

 
Proposal 2. Ratification, by ordinary resolution, of Baker Tilly US, LLP as Independent Auditor   52,568,361    4,220    6,403,276    0 

 

   Votes
For
   Votes
Against
   Abstentions  

Broker

Non-Votes

 
Proposal 3: Advisory Vote on Executive Compensation   54,721,123    5,234    7,988    4,241,512 

 

   1 Year   2 Years   3 Years   Abstentions  

Broker

Non-Votes

 
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation   54,203,606    458,962    64,710    7,067    4,241,512 

 

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its shareholders.

 

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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.

 

 

MoonLake Immunotherapeutics
     
Date: June 6, 2024 By: /s/ Matthias Bodenstedt
   

Matthias Bodenstedt

Chief Financial Officer

 

 

 

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