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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 25, 2021

 

 

KINTARA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Nevada

 

001-37823

 

99-0360497

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12707 High Bluff Dr., Suite 200

San Diego, CA 92130

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 350-4364

(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 each exchange

on which registered

Common Stock

 

KTRA

 

The Nasdaq Capital 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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

As described under Proposal 2 of Item 5.07 of this Current Report, on June 25, 2021, the stockholders of Kintara Therapeutics, Inc. (the “Company”) voted at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to approve an amendment to the Company’s articles of incorporation, as amended (the “Articles of Incorporation”), to increase the number of authorized shares of common stock, par value of $0.001 per share (“Common Stock”) from 95,000,000 shares to 175,000,000 shares. The Articles of Incorporation were amended by deleting Article 2 thereof in its entirety and inserting the following:

 

NUMBER OF SHARES WITH PAR VALUE:

175,000,000 COMMON - $0.001 PAR VALUE

5,000,000 PREFERRED - $0.001 PAR VALUE

 

The Certificate of Amendment to the Articles of Incorporation as filed with the Secretary of State of the State of Nevada on June 25, 2021 is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

 

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

On June 25, 2021, the Company held its Annual Meeting. The matters voted on at the Annual Meeting were: (i) the election of directors, (ii) adoption of an amendment to the Articles of Incorporation to increase the number of shares of the Company’s Common Stock available for issuance thereunder from 95,000,000 to 175,000,000 shares, (iii) an advisory vote on executive compensation, (iv) adoption of an amendment to the Company’s 2017 Omnibus Equity Incentive Plan (the “2017 Plan”) to increase the number of shares of the Company’s Common Stock available for issuance under the 2017 Plan from 6,700,000 to 13,000,000 shares, and (v) the ratification of the appointment of the Company’s independent registered public accounting firm.

The voting results for each item of business voted upon at the Annual Meeting were as follows:

 

1.

The proposal to elect the following nominees, Robert E. Hoffman, Saiid Zarrabian, Robert J. Toth, Jr., Laura Johnson, Keith Murphy and Tamara A. Seymour, as directors of the Company to hold office until the next annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.

 

 

  

FOR

 

  

WITHHELD

 

  

BROKER
NON-VOTES

 

Robert E. Hoffman

  

 24,486,301

 

 

  

 765,456

 

 

  

 7,512,235

 

 

Saiid Zarrabian

  

 25,006,296

 

 

  

 245.461

 

 

  

 7,512,235

 

 

Robert J. Toth, Jr.

  

 24,443,127

 

 

  

 808,630

 

 

  

 7,512,235

 

 

Laura Johnson

  

 25,078,740

 

 

  

 173,017

 

 

  

 7,512,235

 

 

Keith Murphy

  

 23,215,687

 

 

  

 2,036,070

 

 

  

 7,512,235

 

 

Tamara A. Seymour

  

 25,068,677

 

 

  

 183,080

 

 

  

 7,512,235

 

 

The stockholders elected each nominee as a director of the Company.

 

2.

The votes cast with respect to the proposal to adopt an amendment to the Articles of Incorporation to increase the number of shares of Common Stock available for issuance thereunder from 95,000,000 to 175,000,000 shares were as follows:

 

 

 

 

 

 

FOR

  

AGAINST

  

ABSTAIN

29,428,300

 

3,255,012

 

80,680

The stockholders approved the proposal to adopt the amendment to the Articles of Incorporation.

 

3.

The votes cast with respect to the proposal to hold an advisory vote on executive compensation were as follows:

 

 

 

 

 

 

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

23,979,494

 

1,022,103

 

250,160

 

7,512,235

 

 

The stockholders approved the executive compensation for the Company’s named executive officers on an advisory basis.

 

 

4.

The votes cast with respect to the proposal to adopt an amendment to the 2017 Plan to increase the number of shares of Common Stock available for issuance under the 2017 Plan from 6,700,000 to 13,000,000 shares were as follows:

 

 

 

 

 

 

 

 

FOR

  

 

AGAINST

  

ABSTAIN

  

BROKER
NON-VOTES

22,952,147

 

 

2,129,060

 

170,550

 

7,512,235

The stockholders approved the proposal to adopt the amendment to the 2017 Plan.

 

 

 

5.

The votes cast with respect to the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2021 were as follows:

 

 

 

 

 

 

FOR

  

AGAINST

  

ABSTAIN

32,184,736

 

173,813

 

405,443

The stockholders approved the proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 

Exhibit No.

  

Description

 

 

3.1

  

The Certificate of Amendment to the Articles of Incorporation, as amended, of Kintara Therapeutics, Inc., dated June 25, 2021.

 


 

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.

 

 

 

 

 

 

 

 

KINTARA THERAPEUTICS, INC.

 

 

 

Date: June 25, 2021

 

By:

 

/s/ Scott Praill

 

 

 

 

Scott Praill

 

 

 

 

Chief Financial Officer

 

 

Exhibit 3.1

 

 

DocuSign Envelope ID: B8C6898B-E4F7-43AB-B3CF-999E27464D20 LOGO BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT  1. Entity information: Name of entity as on file with the Nevada Secretary of State: Kintara Therapeutics, Inc. Entity or Nevada Business Identification Number (NVID): NV20091193377 2. Restated or Amended and Restated Articles: (Select one) (lf amending and restating only, complete section 1,2 3, 5 and 6) ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☒ Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. Amended and Restated Articles  * Restated or Amended and Restated Articles must be included with this filing type. 3. Type of Amendment Filing Being Completed: (Select only one box) Certificate of Amendment to Articles of lncorporation (Pursuant to NRS 78.380 - Before lssuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued (lf amending, complete section 1, 3, 5 and 6.) Certificate of Amendment to Articles of lncorporation (Pursuant to NRS 78.385 and 78.390 - After lssuance of Stock)  The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 29,428,300  Officer's Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada:   Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. Dissolution The purpose of the entity has been amended. Merger The authorized shares have been amended. Conversion Other: (specify changes)  * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 1/1/2019

 

 

 

 

 

 

DocuSign Envelope ID: B8C6898B-E4F7-43AB-B3CF-999E27464D20 LOGO BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov  Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) 4. Effective Date and Time: (Optional) Date: Time: (must not be later than 90 days after the certificate is filed) 5. Information Being Changed: (Domestic corporations only) Changes to takes the following effect: ☐ ☐ ☐ ☐ ☒ ☐ ☐ ☐ ☐ The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. lRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) Article II has been amended and restated as set forth below and on Annex A 6. Signature: (Required)  See attached. (attach additional page(s) if necessary)  X  Signature of Officer or Authorized Signer Title  X  Scott Praill B80996005B8E48C Signature of Officer or Authorized Signer Title Chief Financial Officer *lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 1/1/2019

 

 

 

 

KINTARA THERAPEUTICS, INC.

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:  29,428,300, in excess of a majority

Article SECOND of the Articles of Incorporation of Kintara Therapeutics, Inc. is amended in its entirety to read as follows:

NUMBER OF SHARES WITH PAR VALUE:

175,000,000 COMMON - $0.001 PAR VALUE

5,000,000 PREFERRED - $0.001 PAR VALUE