CAPNIA, INC. (NASDAQ:CAPN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
amendment (the Certificate of Amendment) to its amended and
restated certificate of incorporation (the Restated Certificate)
to change its name from Capnia, Inc. to Soleno Therapeutics, Inc.
The name change will be effective as of 12:01 a.m. Eastern time
on May 12, 2017, and was made to Section 242 of the Delaware
General Corporation Law (the DGCL).
security holders. There were no other changes to the Restated
Certificate in connection with the name change.
Nasdaq Capital Market, will cease trading under the ticker symbol
CAPN and commence trading under the ticker symbol SLNO. Along
with the ticker change, the Companys common stock has been
assigned a new CUSIP number of 834203 101.
the Nasdaq Capital Market, will cease trading under the ticker
symbol CAPNW and commence trading under the ticker symbol SLNOW.
Along with the ticker change, the Companys Series A Warrant has
been assigned a new CUSIP number of 834203 119.
as filed with the Delaware Secretary of State on May 8, 2017, is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Holders.>
Stockholders. Of the 47,587,647 shares of common stock
outstanding as of April 12, 2017, the record date, 36,895,126
shares of common stock were represented at the meeting in person
or by proxy, constituting 77.53% of the outstanding shares of
common stock entitled to vote and constituting a quorum for the
transaction of business.
the Meeting:
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1.
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To elect four Class III directors to serve until the 2020
Annual Meeting of stockholders or until their respective successors are duly elected and qualified; |
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2.
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To ratify the appointment of Marcum LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2017; |
|
3.
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To approve the Certificate of Amendment to amend the
Restated Certificate of the Company, at the discretion of the Board of Directors, to change the name of the Company from Capnia, Inc. to Soleno Therapeutics, Inc.; and |
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4.
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To approve an amendment to amend the Restated Certificate
of the Company to effect, at the discretion of the Board of Directors, a reverse stock split of all of the outstanding shares of the Companys common stock at a ratio between one-for-two (1:2) and one-for-ten (1:10) to be determined by the Board of Directors, to be effected at the sole discretion of the Board of Directors at any time within six months following the 2017 Annual Meeting of stockholders; and authorize any other action deemed by the Board of Directors to be necessary in connection therewith, all without further approval or authorization of the Companys stockholders. |
the four Class III directors to the Companys Board of Directors
by the Companys stockholders:
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Nominee
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Votes For
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Votes Withheld
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Votes For
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Broker Non-Votes
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||||||||
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Ernest Mario, Ph.D.
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34,249,026
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25,696
|
99.93%
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2,620,404
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||||||||
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Anish Bhatnagar, M.D.
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34,232,183
|
42,539
|
99.88%
|
2,620,404
|
||||||||
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William G. Harris
|
34,237,148
|
37,574
|
99.89%
|
2,620,404
|
||||||||
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Stuart Collinson, Ph.D.
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34,247,861
|
26,861
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99.92%
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2,620,404
|
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Registered Public Accounting Firm
LLP as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2017 by the
following votes:
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Votes For
|
Votes Against
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Abstentions
|
Broker Non-Votes
|
|||
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36,254,334
|
214,460
|
426,330
|
||||
Companys Name to Soleno Therapeutics, Inc.
Companys Restated Charter to change the Companys>Name to
Soleno Therapeutics, Inc. by the following votes:
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Votes For
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Votes Against
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Abstentions
|
Broker Non-Votes
|
|||
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36,833,310
|
59,157
|
2,659
|
||||
Reverse Split
Companys Restated Charter to perform a reverse split of all of
the outstanding shares of the Companys common stock at a ratio
between one-for-two (1:2) and one-for-ten (1:10) to be
determined by the Board of Directors, to be effected at the
sole discretion of the Board of Directors at any time within
six months following the 2017 Annual Meeting of stockholders,
by the following votes:
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Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
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35,254,493
|
1,207,436
|
433,196
|
||||
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Exhibit
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Description
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3.1
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Certificate of Amendment
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About CAPNIA, INC. (NASDAQ:CAPN)
Capnia, Inc. is a healthcare company that develops and commercializes diagnostics, devices and therapeutics addressing unmet medical needs. The Company also has a therapeutics platform based on its technology for precision metering of gas flow. Its first commercial product, CoSense End-Tidal Carbon Monoxide (ETCO) Monitor, aids in the detection of excessive hemolysis, a condition in which red blood cells degrade rapidly. It also develops and markets pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets. The Company, through its subsidiary NeoForce, Inc., offers NeoPip T-piece resuscitator and related consumable, which delivers pre-set inspiratory pressure and positive end-expiratory pressures. Its other products include temperature probes, scales, surgical tables and patient surfaces. The Company’s therapeutic technology involves the use of metered nasal carbon dioxide (CO2) for the relief of symptoms related to various diseases. CAPNIA, INC. (NASDAQ:CAPN) Recent Trading Information
CAPNIA, INC. (NASDAQ:CAPN) closed its last trading session up +0.020 at 0.710 with 37,365 shares trading hands.
