UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2020
BIOSPECIFICS TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-19879 | 11-3054851 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
2 Righter Parkway Delaware Corporate Center II Wilmington, DE |
19803 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 516.593.7000
(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 (see General Instruction A.2. below):
☐ |
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 each exchange on which registered |
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Common Stock, Par Value $0.001 | BSTC | Nasdaq Global Market |
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. ☐
Introductory Comment
Throughout this Current Report on Form 8-K, the terms we, us, our and Company refer to BioSpecifics Technologies Corp.
Item 5.03 |
Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 12, 2020, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation, as amended (the Charter Amendment) to increase the number of authorized shares of the Companys common stock from 10,000,000 shares to 15,000,000 shares. As described below under Item 5.07, the Charter Amendment was approved by the Companys stockholders at the 2020 Annual Meeting (as defined below). The Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2020 annual meeting of stockholders of the Company (the 2020 Annual Meeting) was held on June 12, 2020 via remote communication. At the 2020 Annual Meeting, the holders of 6,722,687 shares of the Companys common stock were represented in person or by proxy, thereby constituting a quorum.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the 2020 Annual Meeting.
Proposal 1. The stockholders of the Company elected Jennifer Chao, Mark Wegman, and Toby Wegman to the Board of Directors of the Company (the Board) to serve as Class III directors until the 2023 annual meeting of stockholders or until he or she resigns, is removed, or otherwise leaves office. The votes were cast as follows:
Director Name |
For |
Withheld |
Broker Non-Votes |
|||
Jennifer Chao |
5,134,221 | 143,022 | 1,445,444 | |||
Mark Wegman |
4,906,270 | 370,973 | 1,445,444 | |||
Toby Wegman |
4,182,838 | 1,094,405 | 1,445,444 |
Proposal 2. The stockholders of the Company approved the ratification of the appointment of EisnerAmper LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were cast as follows:
For |
Against |
Abstain |
Broker Non-Votes |
|||
6,653,733 |
5,663 | 63,291 | |
Proposal 3. The stockholders of the Company approved, on a non-binding, advisory basis, the compensation paid to the Companys named executive officers in 2020. The votes were cast as follows:
For |
Against |
Abstain |
Broker Non-Votes |
|||
5,048,496 |
202,812 | 25,935 | 1,445,444 |
Proposal 4. The stockholders of the Company ratified the adoption by the Board of the Rights Agreement, dated April 10, 2020, by and between the Company and Worldwide Stock Transfer, LLC. The votes were cast as follows:
For |
Against |
Abstain |
Broker Non-Votes |
|||
3,284,359 |
1,988,150 | 4,734 | 1,445,444 |
Proposal 5. The stockholders of the Company approved an amendment to the Companys Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock. The votes were cast as follows:
For |
Against |
Abstain |
Broker Non-Votes |
|||
6,249,588 |
460,133 | 12,966 | |
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description |
|
3.1
|
Certificate of Amendment to the Certificate of Incorporation of BioSpecifics Technologies Corp. |
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.
BioSpecifics Technologies Corp. | ||
By: |
/s/ Carl A. Valenstein |
|
Carl A. Valenstein | ||
Corporate Secretary |
Dated: June 15, 2020
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BIOSPECIFICS TECHNOLOGIES CORP.
BioSpecifics Technologies Corp. (the Corporation), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
By action of the Board of Directors of the Corporation (the Board) at a meeting held on April 10, 2020, the Board duly adopted a resolution, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, as amended to date (the Certificate of Incorporation) and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware at a meeting of stockholders held on June 12, 2020. The resolution setting forth the amendment is as follows:
RESOLVED: That the first sentence of Article FOURTH of the Certificate of Incorporation be and hereby is amended and restated in its entirety so that the same shall read as follows:
The total number of shares of all classes of stock which the Corporation shall have authority to issue is Fifteen Million Seven Hundred Thousand (15,700,000) shares, consisting of (i) Fifteen Million (15,000,000) shares of Common Stock, $.001 par value per share (Common Stock), and (ii) Seven Hundred Thousand (700,000) shares of Preferred Stock, $.50 par value per share (Preferred Stock).
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 12th day of June, 2020.
BioSpecifics Technologies Corp. |
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By: |
/s/ Joseph Truitt |
|
Chief Executive Officer |