Egalet Corporation (NASDAQ:EGLT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

0

Egalet Corporation (NASDAQ:EGLT) 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 February14, 2018, Egalet Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of shares of authorized common stock from 75,000,000 to 275,000,000 shares (the “Charter Amendment”). Following stockholder approval of the Charter Amendment, a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February14, 2018, at which time the Charter Amendment became effective.

The Charter Amendment is summarized in the Company’s definitive proxy statement filed with the Securities and Exchange Commission. A copy of the Certificate of Amendment containing the Charter Amendment is filed as Exhibit3.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the February14, 2018 Special Meeting, there were 37,493,308 shares of common stock present in person or by proxy, which represented 81.6% of the voting power of the shares of common stock entitled to vote at the Special Meeting, constituting a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on January2, 2018. The proposals below are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January8, 2018.

At the Special Meeting, the Company’s stockholders approved each of the three proposals set forth below, with the final results as follows:

1. To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to increase the number of authorized shares of the Company’s common stock from 75,000,000 to 275,000,000 (“Proposal 1”).

FOR: 23,518,604 AGAINST: 13,323,858 ABSTENTIONS: 650,846 BROKER NON-VOTES: 0

2. To approve an amendment to the Company’s Charter to effect a reverse stock split of the shares of the Company’s common stock at a ratio of not less than 1-to-2 and not greater than 1-to-20, with the exact ratio and effective time of the reverse stock split to be determined by our Board of Directors, if at all (“Proposal 2”).

FOR: 27,900,801 AGAINST: 8,718,952 ABSTENTIONS: 873,555 BROKER NON-VOTES: 0

3. To authorize the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting in favor of Proposal 1 and/or Proposal 2.

FOR: 27,516,007 AGAINST: 9,031,608 ABSTENTIONS: 945,693 BROKER NON-VOTES: 0

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber

Description

3.1

Certificate of Amendment to Third Amended and Restated Certificate of Incorporation


Egalet Corp Exhibit
EX-3.1 2 a18-6323_1ex3d1.htm EX-3.1 Exhibit 3.1   CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGALET CORPORATION   EGALET CORPORATION,…
To view the full exhibit click here

About Egalet Corporation (NASDAQ:EGLT)

Egalet Corporation is a specialty pharmaceutical company. The Company is engaged in developing, manufacturing and commercializing treatments for pain and other conditions. The Company’s products include OXAYDO and SPRIX Nasal Spray. The Company is developing two late-stage product candidates, ARYMO ER and Egalet-002 using Guardian Technology. The Company’s product SPRIX Nasal Spray, which contains ketorolac tromethamine is a non-steroidal anti-inflammatory drug (NSAID) indicated in adult patients for the short-term management of moderate to moderately severe pain that requires analgesia at the opioid level. The Company’s product OXAYDO is an approved immediate-release (IR) oxycodone product formulated to deter abuse through snorting. The Company’s product candidate, ARYMO ER is an abuse-deterrent (AD), extended-release (ER), oral morphine formulation. The Company’s product candidate, Egalet-002, is an abuse-deterrent, extended-release, oral oxycodone formulation.