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 2, 2022
Aridis Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38630 | 47-2641188 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I. R. S. Employer Identification No.) |
983 University Avenue, Bldg. B
Los Gatos, California 95032
(Address of principal executive offices, including ZIP code)
(408) 385-1742
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| Common Stock | ARDS | Nasdaq Capital Market |
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)) |
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 x
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 2, 2022, Aridis Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 10,356,602 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 19, 2022 are as follows:
Proposal 1. Craig Gibbs, John Hamilton and Robert Ruffolo were each elected as a Class I director to serve until the 2025 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified, or until his earlier resignation, removal or death. The result of the vote to elect each of Craig Gibbs, John Hamilton and Robert Ruffolo was as follows:
| Directors | For | Against | Abstain | Broker Non Vote | ||||||||||||
| Craig Gibbs | 3,271,482 | 0 | 269,639 | 6,815,481 | ||||||||||||
| John Hamilton | 3,273,562 | 0 | 267,559 | 6,815,481 | ||||||||||||
| Robert Ruffolo | 3,285,698 | 0 | 255,423 | 6,815,481 | ||||||||||||
Proposal 2. The appointment of Mayer Hoffman McCann, PC as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2022 was ratified and approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non Vote | |||
| 9,720,137 | 502,470 | 133,995 | 0 |
Proposal 3. The non-binding advisory vote to approve the compensation of our principal executive officer, principal financial officer and each of our three other most highly compensated executive officers as of December 31, 2021 (collectively, the “Named Executive Officers”) was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non Vote | |||
| 2,405,151 | 223,659 | 912,311 | 6,815,481 |
Proposal 4. The non-binding advisory vote on the frequency of the vote to approve the compensation of our Named Executive Officers was approved by the stockholders by the votes set forth in the table below:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non Vote | ||||
| 3,173,828 | 33,582 | 210,168 | 123,543 | 6,815,481 |
Proposal 5. The amendment and restatement of the 2014 Equity Incentive Plan was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non Vote | |||
| 2,400,868 | 218,800 | 921,453 | 6,815,481 |
A majority of the shares that voted at the Annual Meeting of Shareholders on the non-binding advisory vote regarding the frequency of future say-on-pay votes voted for the Company to hold such votes on executive compensation every year. Taking into consideration the votes of the shareholders, on June 6, 2022, the Board of Directors of the Company determined that an advisory vote on the executive compensation will be held every year until the occurrence of the next vote on the frequency of shareholder votes on the compensation of executives.
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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.
| Date: June 6, 2022 | ARIDIS PHARMACEUTICALS, INC. |
| /s/ Vu Truong | |
| Vu Truong | |
| Chief Executive Officer |
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