Edge Therapeutics, Inc. (NASDAQ:EDGE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
A Special Meeting of Stockholders of Edge Therapeutics, Inc. (Edge) (the Special Meeting) was held on March 14, 2019 at 9:00 a.m., eastern daylight time, at 300 Connell Drive, Suite 4000 Berkeley Heights, NJ 07922. At the Special Meeting, 28,081,485 shares of common stock, or approximately 89% of the outstanding common stock eligible to vote as of January 30, 2019, the record date for the Special Meeting (the Record Date), were represented by proxy or in person.
As previously reported on Edges Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on November 26, 2018, Edge, PDS Biotechnology Corporation (PDS) and Echos Merger Sub, Inc. (Merger Sub) entered into an Agreement and Plan of Merger (the Original Merger Agreement), dated as of November 23, 2018, to which, among other things, subject to the satisfaction of conditions set forth in the Merger Agreement, Merger Sub would merge with and into PDS, with PDS becoming a wholly-owned subsidiary of Edge and the surviving corporation of the merger (the Merger). Also as previously reported on Edges Current Report on Form 8-K filed with the SEC on January 30, 2019, Edge, PDS and Merger Sub entered into an Amendment No. 1 to the Original Merger Agreement (the Amendment), dated as of January 24, 2019 (the Amendment, together with the Original Merger Agreement, the Merger Agreement) to broaden the reverse stock split range from between 5 and 10 currently outstanding shares of Edge common stock for 1 share to between 5 and 25 currently outstanding shares of Edge common stock for 1 share, with the final reverse stock split ratio to be mutually agreed by Edge and PDS.
The stockholders of Edge eligible to vote as of the Record Date voted as set forth below on the following proposals, each of which is described in detail in the Registration Statement on Form S-4, File No. 333-228937, filed by Edge with the SEC, declared effective by the SEC on February 14, 2019 and mailed by Edge to its stockholders on or about February 15, 2019 (the Registration Statement).
The final voting results for each matter submitted to a vote of Edges stockholders as of March 14, 2019 at the Special Meeting are as follows. At the Special Meeting, Edges stockholders voted on and approved each of Edges proposals listed below and described in the Registration Statement.
Proposal 1. Stock Issuance Proposal.
Proposal 1 to approve the issuance of shares of Edges common stock to the Merger Agreement was passed, with voting results as followed:
Proposal 2. Reverse Stock Split Proposal.
Proposal 2 to approve an amendment to the eighth amended and restated certificate of incorporation of Edge to effect a reverse stock split of Edges common stock, at a ratio in the range of 5-for-1 and 25-for-1, with such specific ratio to be mutually agreed upon by Edge and PDS or, if Proposal 1 is not approved by Edges stockholders, determined solely by Edges board of directors following the Special Meeting was passed, with voting results as follows:
Proposal 3. Equity Incentive Plan Proposal.
Proposal 3 to approve the Amended and Restated Edge Therapeutics, Inc. 2014 Equity Incentive Plan in connection with the Merger was passed, with voting results as follows:
About Edge Therapeutics, Inc. (NASDAQ:EDGE)
Edge Therapeutics, Inc. is a clinical-stage biotechnology company that discovers, develops and seeks to commercialize, hospital-based therapies capable of transforming treatment paradigms in the management of life-threatening neurological and other conditions. Edge is evaluating EG-1962, its lead product candidate, in the Phase 3 NEWTON 2 study in adult patients with aneurysmal subarachnoid hemorrhage (aSAH). This study will evaluate EG-1962’s ability to improve patient outcomes versus standard of care oral nimodipine after an aSAH resulting from a ruptured brain aneurysm. Edge’s product candidates utilize Precisa, a platform with a approach that seeks to enable targeted and sustained drug exposure at the site of injury, while potentially avoiding off-target side effects associated with systemic delivery. Edge is also using its Precisa development platform to develop additional product candidates targeting other acute, serious conditions where limited or no current therapies exist.