Item 3.03. Material Modifications to Rights of Security Holders.
The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
At a special meeting of stockholders held on
At the Effective Time, each forty-five (45) shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically reclassified, combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional share interests as described below. Proportional adjustments were made to the number of shares of Common Stock subject to outstanding equity awards and warrants, as well as the applicable exercise price.
Following the Effective Time, the Common Stock will continue to be traded under
the symbol BBI and began trading on a split-adjusted basis when
No fractional shares will be issued in connection with the reverse stock split.
In lieu of fractional shares,
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment as filed with the Delaware SOS, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Certificate of Elimination
Following the automatic redemption of the sole outstanding share of the
Company's Series A Preferred Stock, par value
Item 5.07. Submission of Matters to a Vote of Security Holders
As reported in Item 5.03 above, the Company held the Special Meeting on
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same proportion as the shares of Common Stock voted on Proposal 1. Holders of the Company's Common Stock were entitled to one vote per share on each proposal.
The following matters were voted upon by the stockholders at the Special Meeting, with the final voting results as shown:
Proposal 1 - To approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock, at a reverse stock split ratio ranging from any whole number between 1-for-10 and 1-for-45, subject to and as determined by the Board of Directors.
Votes For Votes Against Abstentions Broker Non-Votes
121,161,194 24,720,921 425,548 0
Proposal 2 - To approve an amendment to the Certificate of Incorporation to decrease the total number of authorized shares of Common Stock as determined by a formula based on the ratio utilized in any reverse stock split, if and only if a reverse stock split is both approved and implemented.
Votes For Votes Against Abstentions Broker Non-Votes
28,006,410 10,378,959 1,732,232 26,185,290
Proposal 3 - To approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the Special Meeting or in the absence of a quorum.
Votes For Votes Against Abstentions Broker Non-Votes
55,711,820 9,980,303 615,550 0
Proposals 1 and 3 were approved, each receiving the affirmative requisite vote of the stockholders of the Company. Proposal 2 was not approved, as it did not receive the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote. Although Proposal 3 was approved, the adjournment of the Special Meeting to solicit additional proxies was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve Proposal 1.
Item 7.01. Regulation FD Disclosure
On
The information in this Item 7.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. 3.1 Certificate of Amendment to the Restated Certificate of Incorporation, datedJuly 1, 2022 3.2 Certificate of Elimination, datedJuly 5, 2022 99.1 Press release issued byBrickell Biotech, Inc. onJuly 1, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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