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): September 6, 2019

 

 

PULMATRIX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36199   46-1821392

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

99 Hayden Avenue, Suite 390

Lexington, MA 02421

(Address of principal executive offices) (Zip Code)

(781) 357-2333

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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

Symbol(s)

 

Name of exchange

on which registered

Common Stock, par value $0.0001 per share   PULM   The NASDAQ Stock Market LLC

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 5.02

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

On September 6, 2019, Pulmatrix, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved an amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan (the “Plan”) to increase the total number of shares of common stock authorized for issuance under such plan from 1,496,637 to 4,060,000 shares. The Plan Amendment had been previously approved by the Company’s board of directors (the “Board”) on June 27, 2019, subject to stockholder approval.

For more information about the Plan Amendment and the Plan, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on July 26, 2019 (the “2019 Proxy”), the relevant portions of which are incorporated herein by reference. The description of the Plan Amendment above and such portions of the 2019 Proxy are qualified in their entirety by reference to the full text of the Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 6, 2019, the Company held its Annual Meeting. A total of 13,620,360 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. Holders of the Company’s common stock were entitled to one vote per share. The matters submitted for a vote and the related results are set forth below.

 

  (1)

Election of two directors to serve as Class II directors on the Board to serve until the 2022 Annual Meeting of Stockholders:

 

Director

              For                        Withheld        

Teofilo Raad

  2,988,602    215,287

Matthew L. Sherman, M.D.

  2,722,310    481,579

 

  (2)

A proposal to amend the Company’s Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan to increase the total number of shares of common stock authorized for issuance under such plan from 1,496,637 to 4,060,000 shares:

 

For

  

Against

  

Abstain

1,640,712

   1,478,712    84,465

 

  (3)

Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

 

For

  

Against

  

Abstain

13,275,363

   194,604    150,393

For more information about the foregoing proposals, see the 2019 Proxy, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
Number 		  

Description

10.1    Third Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan

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.

 

   

PULMATRIX, INC.

Date: September 9, 2019

   

By:

 

/s/ William Duke, Jr.

     

William Duke, Jr.

     

Chief Financial Officer

Exhibit 10.1

THIRD AMENDMENT

TO THE PULMATRIX, INC. AMENDED AND RESTATED 2013 EMPLOYEE,

DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN

This THIRD AMENDMENT TO THE PULMATRIX, INC. AMENDED AND RESTATED 2013 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN (this “Amendment”), dated as of September 6, 2019, is made and entered into by Pulmatrix, Inc., a Delaware corporation (the “Company”), subject to approval by the Company’s stockholders. Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan (the “Incentive Plan”).

RECITALS

WHEREAS, the Company sponsors and maintains the Incentive Plan in order to attract and retain the services of key employees, consultants, and directors of the Company and its affiliates;

WHEREAS, Section 32 of the Incentive Plan permits the Board of Directors of the Company (the “Board”) to amend the Incentive Plan at any time;

WHEREAS, upon the adoption of the Incentive Plan, subject to adjustment, the Company initially reserved a total of 6,853,319 shares of its Common Stock to be issued pursuant to awards under the Incentive Plan;

WHEREAS, on June 15, 2015, the Company effected a 1-for-2.5 reverse stock split of its issued and outstanding Common Stock such that, after giving effect to the reverse stock split and other adjustments, there were 2,713,261 shares of Common Stock initially reserved for issuance under the Incentive Plan;

WHEREAS, in accordance with the “evergreen” provision in the Incentive Plan, the number of shares of Common Stock reserved for issuance under the Incentive Plan was automatically increased on January 1, 2016, January 1, 2017, and January 1, 2018 by 737,288 shares, 742,526 shares, and 903,600 shares, respectively, for a total of 5,096,675 shares reserved for issuance under the Incentive Plan;

WHEREAS, effective as of June 5, 2018, the First Amendment to the Incentive Plan increased the aggregate number of shares of common stock that are reserved and may be delivered pursuant to awards under the Incentive Plan by an additional 7,403,325 shares, for an aggregate maximum total of 12,500,000 shares available under the Incentive Plan;

WHEREAS, in accordance with the “evergreen” provision in the Incentive Plan, on January 1, 2019, the number of shares of Common Stock reserved for issuance under the Incentive Plan was automatically increased by 2,466,370 shares for a total of 14,966,370 shares reserved for issuance under the Incentive Plan;

WHEREAS, on February 5, 2019, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock such that, after giving effect to the reverse stock split and other adjustments, there were 1,496,637 shares of common stock reserved for issuance under the Incentive Plan;

WHEREAS, effective as of March 11, 2019, the Company adopted the Second Amendment to the Incentive Plan, which did not materially modify the Incentive Plan or affect the shares of common stock reserved for issuance thereunder; and

WHEREAS, the Board desires to amend the Incentive Plan to increase the aggregate number of shares of Common Stock that are reserved and may be delivered pursuant to awards under the Incentive Plan by an additional 2,563,363 shares, for an aggregate maximum total of 4,060,000 shares available under the Incentive Plan (on a post-split basis); and

WHEREAS, as of the date hereof, the Board resolved that this Amendment be adopted and that the Incentive Plan be amended as set forth herein.

NOW, THEREFORE, in accordance with Section 32 of the Incentive Plan, and subject to the approval of the Company’s stockholders, the Company hereby amends the Incentive Plan, effective as of the date hereof, as follows:

1. Subsection 3(a) of the Incentive Plan is hereby amended by deleting said subsection in its entirety and substituting in lieu thereof the following new Subsection 3(a):

(a) The number of Shares which may be issued from time to time pursuant to this Plan shall be 4,060,000, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of the Plan. ISOs may be issued for up to 4,060,000 Shares issuable pursuant to the Plan.

2. Except as expressly amended by this Amendment, the Incentive Plan shall continue in full force and effect in accordance with the provisions thereof.

* * * * * * * *

 

2

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.

 

PULMATRIX, INC.
By:  

/s/ William Duke, Jr.

Name:  

William Duke, Jr.

Title:  

Chief Financial Officer

 

Signature Page to the Third Amendment to the

Pulmatrix, Inc. Amended and Restated

2013 Employee, Director and Consultant Incentive Plan