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 15, 2021
PUMA BIOTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35703 | 77-0683487 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10880 Wilshire Boulevard, Suite 2150
Los Angeles, California 90024
(Address of principal executive offices) (Zip Code)
(424) 248-6500
(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 Exchange Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.0001 per share | PBYI |
The NASDAQ Stock Market LLC (NASDAQ Global Select 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. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
As disclosed in Item 5.07 below, on June 15, 2021, at the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan (as amended, the “Plan”).
The Plan Amendment increases the number of shares of common stock reserved for issuance under the Plan by 2,000,000 shares to a total of 14,529,412 shares, all of which may be granted as incentive stock options; in addition, the Plan Amendment provides that incentive stock options may be granted under the Plan until April 1, 2031. The Plan Amendment was adopted by the Board on April 1, 2021, subject to receiving stockholder approval at the 2021 Annual Meeting.
The terms and conditions of the Plan Amendment are described in the section entitled “Proposal 5 – Approval of Increasing the Number of Shares Reserved for Issuance under the 2011 Plan by 2,000,000 Shares” (the “Share Reserve Stockholder Proposal”) in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2021. The description of the terms and conditions of the Plan Amendment in the Share Reserve Stockholder Proposal does not purport to be complete descriptions of the Plan Amendment and is qualified in its entirety by reference to the complete text of the Plan Amendment, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and is incorporated by reference herein.
In addition, at the 2021 Annual Meeting, the Company’s stockholders approved an amendment to the terms of the warrant, issued to Alan H. Auerbach, President and Chief Executive Officer of the Company on October 4, 2011, to purchase 2,116,250 shares of the Company’s common stock at $16.00 per share (the “Auerbach Warrant”), to extend the term of the Auerbach Warrant from October 4, 2021 to October 4, 2026 (the “Auerbach Warrant Amendment”). The description of the terms and conditions of the Auerbach Warrant Amendment does not purport to be a complete description of the Auerbach Warrant Amendment and is qualified in its entirety by reference to the complete text of the Auerbach Warrant Amendment, a copy of which is filed as Exhibit 4.1, to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
| (a) |
The Company held the 2021 Annual Meeting on June 15, 2021 at the Company’s principal executive offices, 10880 Wilshire Blvd., Suite 2150, Los Angeles, California. |
| (b) |
The following proposals were voted upon at the 2021 Annual Meeting, and the final voting results with respect to each such proposal are set forth below: |
| Proposal 1: |
The Company’s stockholders elected the seven nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of stockholders in 2022 and until their successors have been duly elected and qualified or until their earlier resignation or removal. |
| Nominee | For | Withheld |
Broker
Non-Votes |
|||
|
Alan H. Auerbach |
31,145,368 | 1,804,783 | 3,019,472 | |||
|
Ann C. Miller |
31,134,879 | 1,815,272 | 3,019,472 | |||
|
Michael P. Miller |
26,042,657 | 6,907,494 | 3,019,472 | |||
|
Jay M. Moyes |
31,092,759 | 1,857,392 | 3,019,472 | |||
|
Adrian M. Senderowicz |
26,210,993 | 6,739,158 | 3,019,472 | |||
|
Brian Stuglik |
21,231,101 | 11,719,050 | 3,019,472 | |||
|
Troy E. Wilson |
18,073,876 | 14,876,275 | 3,019,472 |
| Proposal 2: |
The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021. |
| For | Against | Abstain |
Broker
Non-Votes |
|||
|
35,799,210 |
75,249 | 95,164 | 0 |
| Proposal 3: |
The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| For | Against | Abstain |
Broker
Non-Votes |
|||
|
30,671,832 |
2,242,240 | 36,079 | 3,019,472 |
| Proposal 4: |
The Company’s stockholders voted to approve the Auerbach Warrant Amendment, to extend the term of the Auerbach Warrant from October 4, 2021 to October 4, 2026. |
| For | Against | Abstain |
Broker
Non-Votes |
|||
|
17,636,626 |
15,269,332 | 44,193 | 3,019,472 |
| Proposal 5: |
The Company’s stockholders voted to approve the Plan Amendment, to increase the number of shares of the Company’s common stock reserved for issuance under the Plan by 2,000,000 shares. |
| For | Against | Abstain |
Broker
Non-Votes |
|||
|
18,554,702 |
14,363,079 | 32,370 | 3,019,472 |
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| 4.1 | Amendment to Warrant to Purchase Shares of Common Stock of Puma Biotechnology, Inc. | |
| 10.1 | Fifth Amendment to Puma Biotechnology, Inc. 2011 Incentive Award Plan | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURE
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.
| PUMA BIOTECHNOLOGY, INC. | ||||||
| Date: June 17, 2021 | By: |
/s/ Alan H. Auerbach |
||||
| Alan H. Auerbach | ||||||
| Chief Executive Officer and President | ||||||
Exhibit 4.1
PUMA BIOTECHNOLOGY, INC.
AMENDMENT TO
WARRANT TO PURCHASE SHARES OF COMMON STOCK
THIS AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Amendment”) is made as of April 1, 2021 (the “Effective Date”), by and between Puma Biotechnology, Inc. (the “Company”) and Alan H. Auerbach (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant (as defined below).
RECITALS
A. The Company has issued to the Holder a Warrant to Purchase Shares of Common Stock, dated October 4, 2011 (the “Warrant”), pursuant to which the Holder may purchase up to 2,116,250 shares of the Company’s common stock with an exercise price of $16.00 per share.
B. The Expiration Date of the Warrant is October 4, 2021.
C. The parties hereto wish to extend the term of the Warrant by five years, subject to approval by the stockholders of the Company on or prior to October 4, 2021.
AMENDMENT
The parties hereto hereby amend the Warrant as follows:
| 1. |
Section 1. The sixth paragraph of Section 1 of the Warrant (the definition of “Expiration Date”) is hereby deleted and replaced in its entirety with the following: |
“Expiration Date” means October 4, 2026.
| 2. |
This Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Warrant; provided that the Amendment shall be subject to approval by the stockholders of the Company on or prior to October 4, 2021. |
| 3. |
Except as expressly provided herein, all terms and conditions of the Warrant shall remain in full force and effect. |
(Signature page follows)
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| PUMA BIOTECHNOLOGY, INC. | ||
| By: |
/s/ Maximo F. Nougues |
|
| Name: | Maximo F. Nougues | |
| Title: | Chief Financial Officer | |
| HOLDER | ||
|
/s/ Alan H. Auerbach |
||
| Alan H. Auerbach | ||
Exhibit 10.1
FIFTH AMENDMENT TO
PUMA BIOTECHNOLOGY, INC.
2011 INCENTIVE AWARD PLAN
This Fifth Amendment (“Fifth Amendment”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan, as amended (the “Plan”), is adopted by the Board of Directors (the “Board”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), effective as of April 1, 2021 (the “Effective Date”). Capitalized terms used in this Fifth Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
| A. |
The Company currently maintains the Plan. |
| B. |
Pursuant to Section 13.1 of the Plan, (i) the Board has the authority to amend the Plan at any time or from time to time, and (ii) the Board has the authority to amend the Plan to increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan (the “Share Limit”), subject to approval by the stockholders of the Company twelve (12) months before or after such action. |
| C. |
The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to (i) extend the period under which incentive stock options may be granted under the Plan and (ii) increase the Share Limit. |
AMENDMENT
The Plan is hereby amended as follows, effective as of the Effective Date, except as otherwise provided below:
| 1. |
Section 2.19. Section 2.19 is hereby deleted and replaced in its entirety with the following: |
“2.19 “Effective Date” shall mean April 1, 2021.”
| 2. |
Section 3.1(a). The first sentence of Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following, subject to approval by the stockholders of the Company within twelve (12) months following the Effective Date: |
“Subject to Sections 3.1(b), 13.1 and 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to fourteen million five hundred twenty-nine thousand four hundred twelve (14,529,412) Shares (the “Share Limit”), all of which may be issued as Incentive Stock Options.”
| 3. |
This Fifth Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Plan; provided that the amendments to Section 2.19 and Section 3.1(a) shall be subject to approval by the stockholders of the Company within twelve (12) months of the Effective Date. |
| 4. |
Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
*****
I hereby certify that this Fifth Amendment was duly adopted by the Board on April 1, 2021.
*****
I hereby certify that this Fifth Amendment was approved by the stockholders of the Company on June 15, 2021.
Executed on this 15th day of June, 2021.
| PUMA BIOTECHNOLOGY, INC. | ||
| By: |
/s/ Alan H. Auerbach |
|
| Name: | Alan H. Auerbach | |
| Title: | President, Chief Executive Officer | |