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OFFON

MOSAIC IMMUNOENGINEERING INC.

(CPMV)
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MOSAIC IMMUNOENGINEERING INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

06/15/2021 | 04:21pm EST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



Appointment of Director


On June 10, 2021, the Board of Directors (the "Board") approved that the number of directors be increased from six (6) to seven (7) members and also recommended that stockholders elect Dr. Robert A. Baffi to its Board of Directors and as a member of the Audit Committee and Corporate Governance and Nominating Committee of the Board. On June 14, 2021, the Majority Stockholders, representing 80% of the outstanding voting power of the Company, elected Dr. Baffi to serve as director with such terms to begin no sooner than the 20th calendar day after the date on which the Information Statement and the accompanying notice are mailed to our stockholders (the "Effective Date").

Dr. Baffi will serve until the first annual meeting of stockholders to occur following the first date on which the Company's common stock is listed or quoted on a national securities exchange or until their successors are elected and qualified, subject to such directors earlier death, resignation, disqualification or removal.

There is no arrangement or understanding between Dr. Baffi and any other persons pursuant to which Dr. Baffi was elected as a director. There are no family relationships between Dr. Baffi and any director or executive officer of the Company.

In exchange for Dr. Baffi's board service, the Compensation Committee of the Board agreed to grant Dr. Baffi a number of restricted stock units ("RSUs") equal to $86,000 divided by the closing price of the Company's common stock on the Effective Date. The RSUs will vest one year from the date of grant.

In addition, on May 7, 2021, the Company entered into a convertible note purchase agreement ("Agreement") with five (5) accredited investors, including Dr. Baffi, prior to his appointment to the Board. Pursuant to the Agreement, the Company received $100,000 in proceeds from Dr. Baffi and issued him a convertible note in the amount of $100,000. The convertible note was issued as part of a convertible note offering authorized by the Company's Board for raising up to $5 million from the issuance of convertible notes through July 31, 2021. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2021.

Dr. Baffi will enter into the Company's standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.11 to the Company's Transition Report on Form 10-KT filed with the SEC on March 2, 2021.











  2

Item 5.07 Submission of Matters to a Vote of Security Holders.

Majority Stockholders Vote




The Common Stock and Series B Preferred are the only classes of outstanding
voting stock of the Company. As of June 14, 2021, there were 7,228,093 shares of
common stock ("Common Stock") and 70,000 shares of Series B Convertible Voting
Preferred Stock ("Series B Preferred") issued and outstanding. On June 14, 2021,
the following holders of shares of the Common Stock, representing 80% of the
outstanding voting power of the Company (the "Majority Stockholders"), executed
the written consent of the Majority Stockholders approving the below Corporate
Actions:



                                                                             Percentage
                                                                               of the
                                                                   Number of   Voting
                                                                     Votes     Equity
                                                                     that    that Voted
                                                         Number of Voted in   in favor
                                                         Shares of favor of    of the
                                                          Common      the    Corporate
                                                           Stock   Corporate  Actions
Title of Class                  Name of Beneficial Owner   held     Actions     (1)

Common Stock, $0.00001 par value:

                                Nicole Steinmetz, Ph.D.  1,641,252 1,641,252  20.444%
                                Steven King              1,641,252 1,641,252  20.444%
                                Paul Lytle               1,641,252 1,641,252  20.444%
                                Steven Fiering, Ph.D.      570,870   570,870  7.112%
                                Jonathan Pokorski, Ph.D.   570,870   570,870  7.112%
                                Robert Garnick, Ph.D.      356,794   356,794  4.444%

                                  Total                  6,422,290 6,422,290   80.00%


________________
    (1) Based on 8,030,879 shares of Common Stock entitled to vote, including the
        number of shares of Common Stock entitled to vote under the Series B
        Preferred, on an as-converted basis. Each share of the Series B Preferred;
        shall (a) convert into 11.46837 shares of Common Stock of the Company, (b)
        possess full voting rights, on an as-converted basis, as the Common Stock
        of the Company, (c) have no dividend rate, and (d) shall possess certain
        anti-dilution protections as defined in the Series B Certificate of
        Designations.










  3






Corporate Actions:



The following nominees for election to the Company's Board of Directors were elected by written consents by the Majority Stockholders.




Name of Director Nominee Votes FOR Votes AGAINST Votes ABSTAIN
Steven King              6,422,290       0             0
Robert A. Baffi, Ph.D.   6,422,290       0             0
Gloria H. Felcyn         6,422,290       0             0
Robert Garnick, Ph.D.    6,422,290       0             0
Carlton M. Johnson, Jr.  6,422,290       0             0
Paul Lytle               6,422,290       0             0
Nicole Steinmetz, Ph.D.  6,422,290       0             0

Pursuant to the same written consent, the Majority Stockholders approved by written consent the following matters:

Discretionary Authority to Implement a Reverse Stock Split

The Majority Stockholders have approved an amendment to our Amended and Restated Articles of Incorporation ("Amendment") (in the event it is deemed advisable by the Board) to effect a Reverse Stock Split of our issued and outstanding shares of Common Stock at a ratio to be determined in the discretion of our Board and publicly announced prior to the effectiveness of any Reverse Stock Split within the range of one (1) share of our Common Stock for every two (2) to four (4) shares of our Common Stock. The written consent vote, as of June 14, 2021, was:

Written Consent Vote Votes FOR Votes AGAINST Votes ABSTAIN Totals:

              6,422,290       0             0




Ratification of Auditors


The Audit Committee of the Board has appointed KMJ Corbin & Company LLP, certified public accountants, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Majority Stockholders ratified the Board's appointment of KMJ Corbin & Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The written consent vote, as of June 14, 2021, was:

Written Consent Vote Votes FOR Votes AGAINST Votes ABSTAIN Totals:

              6,422,290       0             0


Item 8.01 Other Information


On June 15, 2021, the Company issued a press release announcing the appointment of Dr. Robert A. Baffi to the Company's Board of Directors. A copy of the press release is filed hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:



Exhibit   Description
 99.1       Press release issued June 15, 2021










  5

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Financials (USD)
Sales 2020 - - -
Net income 2020 -1,44 M - -
Net cash 2020 0,00 M - -
P/E ratio 2020 -1,69x
Yield 2020 -
Capitalization 10,9 M 10,9 M -
EV / Sales 2019
EV / Sales 2020 -
Nbr of Employees 5
Free-Float 11,1%
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Income Statement Evolution
Managers and Directors
Steven W. King President, Chief Executive Officer & Director
Paul J. Lytle Chief Financial Officer, Secretary, Director & EVP
Nicole F. Steinmetz Chief Scientific Officer & Director
Gloria H. Felcyn Independent Director
Robert L. Garnick Independent Director
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