EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) 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 July 10, 2018, following the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of EyeGate Pharmaceuticals, Inc. (the “Company”), the Company filed a Certificate of Amendment (the “Charter Amendment”) to its Restated Certificate of Incorporation with the Secretary of State for the State of Delaware. The Charter Amendment increased the number of authorized shares of the Company’s common stock from 100,000,000 to 120,000,000. The Charter Amendment became effective on July 10, 2018.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03 Submission of Matters to a Vote of Security Holders.

On July 10, 2018, the Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:

(i) the election of two Class III Directors for a three-year term, such term to continue until the Company’s annual meeting of stockholders in 2021 and until such Directors’ successors are duly elected and qualified or until their earlier resignation or removal;

(ii) the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;

(iii) the approval of an amendment to the Company’s 2014 Equity Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 6,000,000 shares;

(iv) the approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the maximum number of shares authorized for issuance thereunder by 20,000,000 shares; and

(v) the approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-15 (the “Reverse Stock Split”).

The voting results are reported below.

Proposal 1 – Election of Directors

Stephen From and Peter Greenleaf were elected as Class III Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2021 and until such Directors’ successors are duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:

Name VotesFor Votes Withheld Broker Non-Votes
Stephen From 22,287,017 277,481 13,387,261
Peter Greenleaf 22,336,011 228,487 13,387,261

Proposal 2 – Ratification of the Appointment of EisnerAmper LLP

The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:

Votes For VotesAgainst VotesAbstained
35,553,253 220,289 178,217

Proposal 3 – Approval of Amendment to 2014 Equity Incentive Plan

The amendment of the Company’s 2014 Equity Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 6,000,000 shares was approved. The results of the vote were as follows:

Votes For VotesAgainst VotesAbstained Broker Non-Votes
20,260,766 688,349 1,615,383 13,387,261

Proposal 4 –Amendment to Restated Certificate of Incorporation – Authorized Common Stock Increase

The amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 120,000,000 was approved. There were no broker non-votes on this proposal. The results of the vote were as follows:

Votes For VotesAgainst VotesAbstained
30,640,607 3,392,844 1,918,308

Proposal 5 – Authority to Amend the Restated Certificate of Incorporation – Reverse Stock Split

The amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-15, with the exact ratio of, effective time of and decision whether or not to implement a reverse stock split to be determined by the Company’s Board of Directors, was approved. There were no broker non-votes on this proposal. The results of the vote were as follows:

Votes For VotesAgainst VotesAbstained
33,223,386 2,505,194 223,179
Item 5.03 Financial Statements and Exhibits.


EYEGATE PHARMACEUTICALS INC Exhibit
EX-3.1 2 tv498331_ex3-1.htm EXHIBIT 3.1   Exhibit 3.1   CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION   Pursuant to Section 242 of the General Corporation Law of the State of Delaware   EyeGate Pharmaceuticals,…
To view the full exhibit click here

About EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG)

Eyegate Pharmaceuticals, Inc. is a clinical-stage specialty pharmaceutical company. The Company is focused on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye. The Company’s lead product, EGP-437, incorporates a reformulated topically active corticosteroid, dexamethasone phosphate, which is delivered into the ocular tissues through its drug delivery system, the EyeGate II Delivery System. The Company is developing EGP-437 for the treatment of various inflammatory conditions of the eye, including uveitis, a debilitating form of intraocular inflammation of the anterior portion of the uvea, such as the iris and/or ciliary body, and macular edema, an abnormal thickening of the macula associated with the accumulation of excess fluids in the extracellular space of the neurosensory retina. The EyeGate II Delivery System is designed to deliver optimal quantities of drugs to the anterior or posterior segments of the eye.

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