Atossa Genetics Inc. (NASDAQ:ATOS) Files An 8-K Material Modification to Rights of Security HoldersItem 5.03 Material Modification to Rights of Security Holders
See Item 5.03 of this report which is incorporated into this Item 5.03 by this reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 20, at 12:01 am EDT, an amendment to Atossa Genetics Inc. (“Atossa”) Amended and Restated Certificate of Incorporation (the “Amended Certificate”) became effective to effectuate a reverse split of Atossa’s common stock and to increase the authorized shares of common stock by 100 million. The Amended Certificate provides that each 12 shares of outstanding common stock will be reconstituted into one share of common stock with a proportional increase in the par value of the common stock. Any resulting fractional shares will be rounded up to the nearest whole share.
Item 5.03.Submission of Matters to a Vote of Security Holders
On April 12, 2018, the Company held its 2018 Annual Meeting of Stockholders which was adjourned until April 19, 2018, 1 p.m. PDT (the “Annual Meeting”), to allow additional time for voting on the following proposals: (1) an amendment (in the event it is deemed by the Atossa’s Board of Directors to be advisable) to Atossa’s certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of Atossa’s common stock at a ratio within the range of 1:3 up to a split of 1:15, as determined by Atossa’s Board of Directors; (2) an amendment to the certificate of incorporation to increase the number of authorized shares of common stock by 100,000,000 shares; and (3) the transaction of any other business that may properly come before the meeting or any adjournment thereof.
The number of shares of common stock entitled to vote at the Annual Meeting was 31,822,741. The number of shares of common stock present or represented by valid proxy at the meeting was 23,073,057. All proposals passed at the Annual Meeting. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the April 19, 2018 continuation of the Annual Meeting are as follows:
| (i) | Reverse Stock Split in a Range of 1:3 to 1:15 as Determined by the Board of Directors |
The stockholders approved the reverse stock split as follows:
| Votes For | Votes Against | Abstain |
Broker Non-Votes |
| 16,258,769 | 7,131,161 | 137,269 | 11,509,472 |
| (ii) | Increase Authorized Shares of Common Stock by 100,000,000 Shares |
The stockholders approved an increase in authorized shares of common stock by 100,000,000 shares as follows:
| Votes For | Votes Against | Abstain |
Broker Non-Votes |
| 16,353,849 | 6,913,200 | 260,147 | 11,509,472 |
Item 5.03 Financial Statements and Exhibits.
(d) Exhibits
4.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation
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ATOSSA GENETICS INC ExhibitEX-4.1 2 s109743_ex4-1.htm CERTIFICATE OF AMENDMENT Exhibit 4.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATOSSA GENETICS INC. Atossa Genetics Inc.,…To view the full exhibit click here
About Atossa Genetics Inc. (NASDAQ:ATOS)
Atossa Genetics Inc. is a clinical-stage pharmaceutical company focused on the development of therapeutics and delivery methods for the treatment of breast cancer and other breast conditions. The Company’s leading program uses its intraductal microcatheters, which deliver pharmaceuticals through the breast ducts. It has initiated a Phase II clinical study using its microcatheters to deliver fulvestrant as a treatment of ductal carcinoma in-situ (DCIS) and breast cancer. Its second pharmaceutical program under development is Afimoxifene Topical Gel (AfTG) for the treatment and prevention of hyperplasia of the breast. It is also engaged in the process of evaluating other therapeutic candidates to treat other breast conditions, including breast cancer. Its medical devices include the ForeCYTE Breast Aspirator and the FullCYTE Breast Aspirator. These devices are intended for the collection of nipple aspirate fluid (NAF) for cytological testing at a laboratory.