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
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
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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 |
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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 June 8, 2023, IO Biotech, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal One: Election of Class II Directors
Each of Priyanka Belawat and Christian Elling was elected to serve as a class II director to hold office until the Company’s 2026 Annual Meeting of Stockholders and until the election and qualification of his or her successor. Votes were cast as follows:
| For | Withheld | Broker Non-Votes | ||||||||||
| Priyanka Belawat, Ph.D. |
18,148,150 | 1,993,756 | 789,675 | |||||||||
| Christian Elling, Ph.D. |
18,139,833 | 2,002,073 | 789,675 | |||||||||
Proposal Two: Amendment to the Certificate of Incorporation to Provide Exculpation for Officers
The stockholders approved an amendment to the Company’s Certificate of Incorporation to provide exculpation for officers by the following vote:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 20,021,960 | 115,161 | 4,875 | 789,675 |
Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of EY Godkendt Revisionspartnerselskab as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 by the following vote:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 20,815,596 | 111,302 | 4,683 | — |
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 thereunto duly authorized.
| IO Biotech, Inc. | ||||||
| Date: June 9, 2023 | By: | /s/ Mai-Britt Zocca, Ph.D. | ||||
| Mai-Britt Zocca, Ph.D. | ||||||
| Chief Executive Officer | ||||||
Document and Entity Information |
Jun. 08, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001865494 |
| Document Type | 8-K |
| Document Period End Date | Jun. 08, 2023 |
| Entity Registrant Name | IO Biotech, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-41008 |
| Entity Tax Identification Number | 87-0909276 |
| Entity Address, Address Line One | Ole Maaløes Vej 3 |
| Entity Address, Postal Zip Code | DK-2200 |
| Entity Address, City or Town | Copenhagen N |
| Entity Address, Country | DK |
| City Area Code | +45 |
| Local Phone Number | 7070 2980 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | IOBT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |