UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 12, 2022, Adamis Pharmaceuticals Corporation (the “Company”) held its annual 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 July 7, 2022 (as amended or supplemented, the “Proxy Statement”). At the Meeting, stockholders holding and entitled to vote 89,771,636 shares of common stock of the Company (“Common Stock”), or approximately 60% 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 6 to be 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.
The final results for each of the matters voted on at the Meeting were as follows:
1. Election of the five nominees to the board of directors:
| Votes For | Votes Withheld | Broker Non-Votes | |
| Howard C. Birndorf | 25,975,874 | 28,365,217 | 35,430,545 |
| Meera J. Desai, Ph.D., NACD.DC | 31,775,788 | 22,565,303 | 35,430,545 |
| David J. Marguglio | 28,198,964 | 26,142,127 | 35,430,545 |
| Vickie S. Reed | 31,511,658 | 22,829,433 | 35,430,545 |
| Richard C. Williams | 24,952,496 | 29,388,595 | 35,430,545 |
Each director nominee was elected to serve as a director until the Company’s annual meeting of stockholders in 2023, or until such person’s successor is duly elected and qualified or until such person’s earlier resignation, death, or removal. Due to plurality election, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
2. Adopt and approve a proposed amendment to the Company’s Restated Certificate of Incorporation authorizing the Board of Directors of the Company (the “Board”), in its sole discretion, to effect a reverse stock split of the outstanding shares of Common Stock at any time on or before December 31, 2022, at a reverse stock split ratio ranging from 1-for-2 to 1-for-15, as determined by the Board at a later date (the “Reverse Stock Split Proposal”).
With respect to Proposal No. 2 contained in the Proxy Statement, the Reverse Stock Split Proposal, the Meeting was adjourned before voting on the proposal in order to allow the Company additional time to solicit proxies for the proposal. The meeting was adjourned until September 8, 2022, at 10:00 a.m. Pacific Time. Stockholders will be able to listen and participate in the adjourned meeting as well as vote with respect to Proposal No. 2 and submit questions during the live webcast by visiting www.virtualshareholdermeeting.com/ADMP2022. Stockholders will need the control number found on their proxy card or in the instructions that accompanied their proxy materials to participate in the virtual meeting. Only stockholders of record on the record date of July 6, 2022, are entitled to vote.
3. Approval of an amendment to the 2022 Equity Incentive Plan:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 12,167,027 | 40,634,384 | 1,539,680 | 35,430,545 |
The proposal was not approved.
4. Approval, on a nonbinding advisory basis, of the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 9,680,484 | 42,309,100 | 2,351,507 | 35,430,545 |
The proposal was not approved.
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5. Ratification of the selection of BDO USA, LLP, as independent registered public accounting firm for the year ending December 31, 2022:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 72,712,014 | 13,413,766 | 3,645,856 | -- |
The proposal was approved.
6. 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 the Reverse Stock Split proposal No. 2.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 1,603,644,431 | 1,484,631,417 | 1,495,788 | -- |
The proposal was approved.
| Item 8.01 | Other Events |
On August 12, 2022, the Company issued a press release regarding its annual meeting of stockholders held on August 12, 2022. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press release issued by the Company on August 12, 2022. |
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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: August 16, 2022 | By: | /s/ David C. Benedicto |
| Name: | David C. Benedicto | |
| Title: | Chief Financial Officer | |
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