CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP) 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
On May 25, 2017, Corbus Pharmaceuticals Holdings, Inc. (the
Company) filed with the Secretary of State of
Delaware an amended and restated certificate of incorporation
(the Restated Certificate), incorporating the
amendments to the Companys certificate of incorporation, as
amended, approved by the stockholders at the Companys annual
meeting of the stockholders held on May 25, 2017 (the
Annual Meeting), including (1) eliminating the
ability of stockholders to act by written consent and (2)
eliminating the ability of stockholders to call special meetings.
The Companys stockholders approved the Restated Certificate at
the Annual Meeting, as more specifically described under Item
5.07 below. The Restated Certificate was previously approved by
the Board of Directors of the Company (the
Board), subject to stockholder approval. The
foregoing summary of the Restated Certificate does not purport to
be complete and is qualified in its entirety by reference to the
Restated Certificate, a copy of which is attached as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated by
reference herein.
Effective May 25, 2017, the Board adopted an amended and restated
bylaws (the Restated Bylaws) (1) eliminating the
ability of stockholders to act by written consent and (2)
eliminating the ability of stockholders to call special meetings.
The Board previously approved the Restated Bylaws subject to
stockholder approval of the Restated Certificate. The foregoing
summary of the Restated Bylaws does not purport to be complete
and is qualified in its entirety by reference to the Restated
Bylaws, a copy of which is attached as Exhibit 3.2 to this
Current Report on Form 8-K and is incorporated by reference
herein.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On May 25, 2017, the Company held the Annual Meeting. The matters
voted on at the Annual Meeting were: (1) the election of
directors, (2) the adoption of an amendment to the Companys
certificate of incorporation, as amended, to eliminate the
ability of stockholders to act by written consent, (3) the
adoption of an amendment to the Companys certificate of
incorporation, as amended, to eliminate the ability of
stockholders to call special meetings, (4) the adoption of an
amended and restated certificate of incorporation, which will
incorporate the amendments proposed to the second and third
proposals, if both of those proposals are approved, and (5) the
ratification of the appointment of EisnerAmper LLP as the
Companys independent registered public accounting firm for the
Companys fiscal year ending December 31, 2017. The final voting
results were as follows:
1. The election of each of Dr. Yuval Cohen, Alan Holmer, David P.
Hochman, Dr. Renu Gupta and Avery W. Catlin as directors to hold
office for a term of one year, until his or her successor is duly
elected and qualified or he or she is otherwise unable to
complete his or her term.
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Dr. Yuval Cohen | 31,113,233 | 271,256 | 10,798,931 | |||||||||
| Alan Holmer | 31,067,383 | 317,106 | 10,798,931 | |||||||||
| David P. Hochman | 31,009,701 | 374,788 | 10,798,931 | |||||||||
| Dr. Renu Gupta | 31,078,965 | 305,524 | 10,798,931 | |||||||||
| Avery W. Catlin | 31,073,990 | 310,499 | 10,798,931 | |||||||||
2. The proposal to adopt an amendment to the Companys certificate
of incorporation, as amended, to eliminate the ability of
stockholders to act by written consent was approved based upon
the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 29,345,422 | 1,834,946 | 204,121 | 10,798,931 | |||||||||
|
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3. The proposal to adopt an amendment to the Companys certificate
of incorporation, as amended, to eliminate the ability of
stockholders to call special meetings was approved based upon the
following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 29,034,385 | 2,148,974 | 201,130 | 10,798,931 | |||||||||
4. The proposal to adopt an amended and restated certificate of
incorporation, which will incorporate the amendments proposed to
the second and third proposals, if both of those proposals are
approved, was approved based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 29,233,658 | 1,768,628 | 382,203 | 10,798,931 | |||||||||
5. The proposal to ratify the appointment of EisnerAmper LLP as
the Companys independent registered public accounting firm for
the Companys fiscal year ending December 31, 2017 was approved
based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 41,796,976 | 215,025 | 171,419 | ||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 |
Amended and Restated Certificate of Incorporation of Corbus Pharmaceuticals Holdings, Inc., dated May 25, 2017 |
|
| 3.2 |
Amended and Restated Bylaws of Corbus Pharmaceuticals Holdings, Inc., adopted May 25, 2017 |
|
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About CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP)
Corbus Pharmaceuticals Holdings, Inc. is a clinical-stage pharmaceutical company. The Company is focused on the development and commercialization of therapeutics to treat rare or uncommon chronic and serious inflammatory and fibrotic diseases. The Company’s segment is developing and commercializing therapeutics to treat rare life-threatening inflammatory fibrotic diseases. Its product, Resunab, is a synthetic oral endocannabinoid-mimetic drug that is designed to resolve chronic inflammation and halt fibrotic processes without causing immunosuppression. Resunab is being evaluated in approximately three separate Phase II studies for the treatment of cystic fibrosis, systemic sclerosis and skin-predominant dermatomyositis. The United States Food and Drug Administration has granted Resunab Orphan Drug Designation, as well as Fast Track Status, for both cystic fibrosis and systemic sclerosis. Resunab is in Phase II clinical stage for the treatment of Systemic Lupus Erythematosus. CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP) Recent Trading Information
CORBUS PHARMACEUTICALS HOLDINGS, INC. (NASDAQ:CRBP) closed its last trading session down -0.30 at 6.45 with 419,403 shares trading hands.