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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 14, 2022

AVALO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)  
Delaware
(State or other jurisdiction of incorporation)
001-3759045-0705648
(Commission File Number)(IRS Employer Identification No.)
540 Gaither Road, Suite 400, Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (410) 522-8707

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par ValueAVTXNasdaq 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 5.07    Submission of Matters to a Vote of Security Holders.

The Company held its 2022 Annual Meeting on June 14, 2022. In connection with the Annual Meeting, there were 112,794,203 shares outstanding as of the record date, which was April 20, 2022, of which 84,071,131 shares, or approximately 74.53%, were present or represented by proxy. At the Annual Meeting, stockholders voted on the following items:

Proposal 1: Election of Directors

By the vote reflected below, the Company’s stockholders elected each of the following individuals to the Board to hold office until the 2023 Annual Meeting and until their respective successors are elected and qualified.
Name
For
Withheld
Broker Non-Votes
Steven Boyd
68,399,9322,848,966—
June Almenoff, M.D., Ph.D.
63,063,3638,185,535—
Mitchell Chan
68,537,9412,710,957—
Gilla Kaplan, Ph.D.68,510,6402,738,258—
Keith Maher, M.D.
68,520,2552,728,643—
Garry Neil, M.D.67,093,0974,155,801—
Magnus Persson, M.D., Ph.D.
66,987,2634,261,635—

Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Effect a Reverse Stock Split

The Company’s stockholders approved the proposal to amend our Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of between 1-for-5 and 1-for-20 as determined by our Board. This proposal was approved by the votes indicated below:
For
Against
Abstain
Broker Non-Votes
78,835,0804,329,952906,099—

Proposal 3: Approval, on a Nonbinding Advisory Basis, a “Say-on-Pay” Resolution

The Company’s stockholders, on a nonbinding advisory basis, approved the proposal for a “Say-on-Pay” resolution regarding the compensation of our named executive officers. This proposal was approved by the votes indicated below:

For
Against
Abstain
Broker Non-Votes
66,230,2634,535,881482,75412,822,233

Proposal 4: Approval, on a Nonbinding Advisory Basis, the frequency of future advisory votes on “Say-on-Pay” Resolutions

The Company’s stockholders, on a nonbinding advisory basis, approved the proposal of three (3) years for the frequency of future advisory votes on “Say-on-Pay” resolutions regarding the compensation of our named executive officers. This frequency was approved by the votes as indicated below:

1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
20,732,64154,28248,133,3182,328,657—
1


Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. This proposal was approved by the votes indicated below:
For
Against
Abstain
Broker Non-Votes
82,986,379462,649622,103—

2

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.

AVALO THERAPEUTICS, INC.
Date: June 14, 2022By:/s/ Christopher Sullivan
Christopher Sullivan
Chief Financial Officer



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