IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 2, 2018, Imprimis Pharmaceuticals, Inc. (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation that reduced the number of the Company’s authorized shares of common stock from 90,000,000 shares to 55,000,000 shares.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 28, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at the Rancho Santa Fe Inn, 5951 Linea Del Cielo, Rancho Santa Fe, California 92067. The number of shares of common stock entitled to vote at the Annual Meeting was 20,879,736. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 11,485,289. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:
Proposal 1: Election of Directors
Stockholders voted to elect to the Board of Directors the five (5) director nominees named in the accompanying proxy statement to serve until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified. The results of the voting were:
| Directors | For | Withheld | Broker Non-Vote |
| Mark L. Baum | 11,396,789 | 89,500 | – |
| Robert J. Kammer | 11,371,009 | 115,280 | – |
| Richard L. Lindstrom | 11,401,472 | 84,817 | – |
| Stephen G. Austin | 11,396,113 | 90,176 | – |
| Anthony J. Principi | 11,227,825 | 258,464 | – |
Proposal 2: Ratification of Auditors
Stockholders ratified the selection of KMJ Corbin and Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The results of the voting were:
| For | Against | Abstain | Broker Non-Vote |
| 11,306,302 | 4,460 | 175,527 | – |
Proposal 3: To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation
Stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock from 90,000,000 to 55,000,000. The results of the voting were:
| For | Against | Abstain | Broker Non-Vote |
| 11,328,790 | 153,794 | 3,705 | – |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Amended and Restated Certificate of Incorporation, filed July 2, 2018 |
Imprimis Pharmaceuticals, Inc. ExhibitEX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPRIMIS PHARMACEUTICALS,…To view the full exhibit click here
About IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY)
Imprimis Pharmaceuticals, Inc. (Imprimis) is engaged in the development, production and dispensing of compounded pharmaceuticals. The Company operates through the business of developing drug therapies and providing such therapies through sterile and non-sterile pharmaceutical compounding services segment. The Company, through its Imprimis Cares program, owns, markets and dispenses a portfolio of compounded therapeutic in several therapeutic areas, including ophthalmology, urology, otolaryngology and infectious diseases. The Company is also developing Custom Compounding Choice business, which is focused on developing and dispensing a portfolio of non-proprietary compounded drugs for humans and animals in therapeutic areas that may be overlooked by commercial pharmaceutical companies. The Company also offers customizable compounding products that consist of sterile injectable and non-sterile integrative medicine therapies that are used in various therapeutic areas.
