CESCA THERAPEUTICS INC. (NASDAQ:KOOL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
|
Departure of Directors or Certain Officers; |
Form of Notice of Grant of Stock Options and Option
Agreement
On May 10, 2017, the Board of Directors (the Board) of Cesca
Therapeutics Inc. (the Company) approved a form of Notice of
Grant of Stock Options and Option Agreement to which the Company
may grant stock options to its employees, officers, non-employee
directors, consultants and advisors under the Companys 2016
Equity Incentive Plan, as amended (the 2016 Plan). This form is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Grant of Stock Options to Non-Employee Directors
On May 10, 2017, the Company granted to each of Russell Medford,
Mahendra S. Rao, Joseph Thomis, James Xu, and Mark Westgate (the
non-employee directors of the Company), under the 2016 Plan, an
option to purchase 13,500 shares of the Companys common stock at
an exercise price of $3.19 (the closing price of the Companys
common stock on the NASDAQ Capital Market on the date of grant).
The number of options granted to each non-employee director to
the foregoing grant was reduced by the number of options (if any)
already received during the 2017 calendar year. Each granted
option vests in 24 equal monthly installments, provided that, on
the date of grant, each such non-employee director received
vesting credit as if his option was granted as of the later of
November 3, 2016 or the date on which he became a director of the
Company. Each option expires on the ten year anniversary of the
date of grant, subject to early termination upon the occurrence
of certain termination events.
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Item 5.07. |
Submission of Matters to a Vote of Security |
The Company held its annual meeting of stockholders on May 5,
2017 (the Annual Meeting). The Company previously filed with the
SEC its Definitive Proxy Statement and related materials
pertaining to the Annual Meeting on March 23, 2017. On the record
date of March 16, 2017, there were 9,902,316 shares of the
Companys common stock outstanding and eligible to vote. At the
Annual Meeting, the stockholders (i) elected the seven (7)
persons identified below to serve as directors of the Company to
hold office until the Companys 2018 Annual Meeting of
Stockholders or until their successors are duly elected and
qualified, (ii) approved the 2016 Plan, (iii) approved the
appointment of Marcum LLP as the Companys independent registered
public accounting firm for the fiscal year ending June 30, 2017,
(iv) approved, on an advisory basis, the compensation of the
Companys named executive officers as disclosed in the Companys
proxy statement, and (v) approved, on an advisory basis, the
frequency of the advisory vote on executive compensation. The
final results of stockholder voting on the five (5) proposals
were as follows:
|
1. |
To approve the election of the following individuals as |
| Xiaochun Xu | ||||
|
For |
6,820,725 | |||
|
Withhold |
8,756 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
Mahendra S. Rao |
||||
|
For |
6,820,516 | |||
|
Withhold |
8,965 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
Vivian Liu |
||||
|
For |
6,820,191 | |||
|
Withhold |
9,290 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
James Xu |
||||
|
For |
6,819,210 | |||
|
Withhold |
10,271 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
Joseph Thomis |
||||
|
For |
6,820,659 | |||
|
Withhold |
8,882 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
Russell Medford |
||||
|
For |
6,820,441 | |||
|
Withhold |
9,040 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
Mark Westgate |
||||
|
For |
6,819,833 | |||
|
Withhold |
9,648 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
2. |
To approve the 2016 Plan: |
|
For |
6,788,667 | |||
|
Against |
31,901 | |||
|
Abstain |
8,913 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
3. |
To ratify the appointment of Marcum LLP as our independent |
|
|
For |
8,179,437 | |||
|
Against |
20,935 | |||
|
Abstain |
22,113 | |||
|
Broker Non-Votes |
||||
|
Uncast |
|
4. |
To approve, on an advisory basis, the compensation of the |
|
|
For |
6,792,884 | |||
|
Against |
27,325 | |||
|
Abstain |
9,272 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
|
5. |
To hold an advisory vote on the frequency of the advisory |
|
1 Year |
572,826 | |||
|
2 Years |
4,903 | |||
|
3 Years |
6,244,887 | |||
|
Abstain |
6,865 | |||
|
Broker Non-Votes |
1,393,004 | |||
|
Uncast |
Following the Annual Meeting, the Board considered the vote of
the stockholders at the Annual Meeting regarding the frequency of
future stockholder advisory votes on executive compensation and
determined that the Company will hold an advisory vote on its
executive compensation every three years until the next required
vote on the frequency of such advisory votes, or until the Board
determines that a different frequency is in the best interests of
the Company and its stockholders.
|
Item 9.01. |
Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
|
10.1 |
Form of Notice of Grant of Stock Options and Option |
About CESCA THERAPEUTICS INC. (NASDAQ:KOOL)
Cesca Therapeutics Inc. is clinical-stage biotechnology company. The Company develops and markets integrated cellular therapies and delivery systems. The Company is engaged in developing and manufacturing of automated blood and bone marrow processing systems that enable the separation, processing and preservation of cell and tissue therapy products. The Company focuses on the business of research, development and commercialization of autologous cell-based therapeutics for use in the regenerative medicine industry. The Company’s therapeutic development initiatives focuses on the fields of cardiovascular medicine and orthopedic regeneration. The Company offers a range of products, such as SurgWerks System, CellWerks System, AutoXpress System (AXP), MarrowXpress System (MXP), BioArchive System, and manual bag sets for use in the processing and cryogenic storage of cord blood. CESCA THERAPEUTICS INC. (NASDAQ:KOOL) Recent Trading Information
CESCA THERAPEUTICS INC. (NASDAQ:KOOL) closed its last trading session down -0.03 at 3.16 with 14,814 shares trading hands.