LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) Files An 8-K Material Modification to Rights of Security Holders

ME Staff 8-k
-
0

LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) Files An 8-K Material Modification to Rights of Security Holders

Item 3.03

Material Modification to Rights of Security
Holders.

Effective June 1, 2017, Lion Biotechnologies, Inc. (the
Company) changed its state of incorporation from the State
of Nevada to the State of Delaware (the Reincorporation),
to a plan of conversion, dated June 1, 2017 (the Plan of
Conversion). The Reincorporation was accomplished by the
filing of (i) articles of conversion (the Nevada Articles of
Conversion) with the Nevada Secretary of State; and (ii) a
certificate of conversion (the Delaware Certificate of
Conversion) and a certificate of incorporation (the
Delaware Certificate of Incorporation) with the Delaware
Secretary of State. to the Plan of Conversion, the Company also
adopted new bylaws (the Delaware Bylaws).

The Reincorporation was submitted to a vote of, and approved by,
the Companys stockholders at the Companys 2017 Annual Meeting of
Stockholders held on June 1, 2017 (the Annual Meeting), as
set forth in Item 5.07 below. Upon the effectiveness of the
Reincorporation:

the affairs of the Company ceased to be governed by Nevada
corporation laws and became subject to Delaware corporation
laws;
the resulting Delaware corporation (Lion-Delaware) is
the same entity as the Company previously incorporated in
Nevada (Lion-Nevada) and continues with all of the
rights, privileges and powers of Lion-Nevada, has the same
name, possesses all of the properties of Lion-Nevada,
continues with all of the debts, liabilities and obligations
of Lion-Nevada, and continues with the same officers and
directors of Lion-Nevada immediately prior to the
Reincorporation;
all of the issued and outstanding shares of common stock of
Lion-Nevada automatically converted into issued and
outstanding shares of common stock of Lion-Delaware, without
any action on the part of the Companys stockholders; the
Company will continue to file periodic reports and other
documents with the SEC; the Reincorporation did not change
the respective positions of the Company or stockholders under
federal securities laws; shares of the Companys common stock
that were freely tradable prior to the Reincorporation
continue to be freely tradable after the Reincorporation, and
shares of the Companys common stock that were subject to
restrictions prior to the Reincorporation continue to be
subject to the same restrictions after the Reincorporation;
for purposes of computing compliance with the holding period
requirement of Rule 144 under the Securities Act of 1933, as
amended, stockholders are deemed to have acquired the
Lion-Delaware common stock on the date they acquired their
shares of Lion-Nevada common stock;
the common stock of Lion-Delaware continues to be quoted on
the Nasdaq Global Market with the same trading symbol
(LBIO);
all of the issued and outstanding shares of Lion-Nevadas
Series A Convertible Preferred Stock and Lion-Nevadas Series
B Preferred Stock automatically converted into issued and
outstanding shares of Series A Convertible Preferred Stock
and Series B Preferred Stock of Lion-Delaware, without any
action on the part of the Companys stockholders;
all of Lion-Nevadas employee benefit and incentive plans
became Lion-Delaware plans, and each option, equity award or
other right issued under such plans was converted into an
option, equity award or right to purchase or receive the same
number of shares of Lion-Delaware common stock, at the same
price per share, upon the same terms and subject to the same
conditions as before the Reincorporation. In addition, all of
Lion-Nevadas employment agreements and other employee benefit
arrangements became Lion-Delaware employment agreements and
employee-benefit arrangements, upon the terms and subject to
the conditions in effect at the time of the Reincorporation;
and

all outstanding warrants to purchase shares of Lion-Nevada
common stock converted into warrants to purchase or receive
the same number of shares of Lion-Delaware common stock, at
the same price per share, upon the same terms, and subject to
the same conditions as before the Reincorporation.

Certain rights of the Companys stockholders changed as a result
of the Reincorporation, as described in the Companys definitive
proxy statement on Schedule 14A filed with the U.S. Securities
and Exchange Commission on April 20, 2017 (the Definitive
Proxy Statement), under the section entitled Proposal 3
Approval of Reincorporation of the Company from the State of
Nevada to the State of Delaware, which description is
incorporated in its entirety herein by reference.

The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Plan of Conversion, the Nevada Articles of Conversion, the
Delaware Certificate of Conversion, the Delaware Certificate of
Incorporation and the Delaware Bylaws, copies of which are filed
as Exhibits 2.1, 3.1, 3.2, 3.3 and 3.4, respectively, to this
Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The information set forth under Item 3.03 above is incorporated
herein by reference.

Item 5.07. Submission of Matters to a Vote of Security
Holders.

Annual Meeting of Stockholders

On June 1, 2017, the Company held its Annual Meeting at The
Bryant Park Hotel, 40 West 40th Street, New York, New York 10018.
At the Annual Meeting, the Companys stockholders voted on four
proposals, each of which is described in more detail in the
Companys Definitive Proxy Statement. At the Annual Meeting,
53,208,371 shares, or approximately 85.3% of all outstanding
shares of common stock, were present either in person or by
proxy. The following is a brief description of each matter voted
upon and the certified results, including the number of votes
cast for and against each matter and, if applicable, the number
of abstentions and broker non-votes with respect to each matter.

Proposal 1: to elect Maria Fardis, Wayne P.
Rothbaum, Merrill A. McPeak, Sanford J. Hillsberg, Jay
Venkatesan, Ryan Maynard and Iain Dukes to the Companys board
of directors to serve as directors until the 2018 Annual
Meeting of stockholders;
Proposal 2: a proposal to approve, on a
non-binding advisory basis, the compensation of the Companys
named executive officers;
Proposal 3: a proposal to approve the
reincorporation of the Company from the State of Nevada to
the State of Delaware, to a plan of conversion;
Proposal 4: a proposal to ratify Marcum LLP
as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017.
Proposal 5: to transact such other business
as may properly come before the Annual Meeting or any
adjournments or postponements thereof.

Voting Results

Proposal 1: Maria Fardis, Wayne P. Rothbaum,
Merrill A. McPeak, Sanford J. Hillsberg, Jay Venkatesan, Ryan
Maynard and Iain Dukes were elected as directors on the following
vote:

Maria Fardis was elected with 44,598,256 FOR votes and
245,381 WITHHELD votes;
Wayne P. Rothbaum was elected with 44,575,228 FOR votes and
268,409 WITHHELD votes;
Merrill A. McPeak was elected with 44,395,714 FOR votes and
447,923 WITHHELD votes;
Sanford J. Hillsberg was elected with 44,392,496 FOR votes
and 451,141 WITHHELD votes;
Jay Venkatesan was elected with 44,417,702 FOR votes and
425,935 WITHHELD votes;
Ryan Maynard was elected with 44,395,457 FOR votes and
448,180 WITHHELD votes;
Iain Dukes was elected with 44,767,240 FOR votes and 76,397
WITHHELD votes;

In addition, there were 8,364,734 broker non-votes in connection
with this proposal.

Proposal 2: This proposal was approved with
44,355,818 FOR votes, 472,473 AGAINST votes and 15,346 ABSTAIN
votes. There were 8,364,734 broker non-votes in connection with
this proposal.

Proposal 3: This proposal was approved with
38,642,734 FOR votes, 6,190,743 AGAINST votes and 10,160 ABSTAIN
votes. There were 8,364,734 broker non-votes in connection with
this proposal.

Proposal 4: This proposal was approved with
52,910,150 FOR votes, 73,183 AGAINST votes and 225,038 ABSTAIN
votes.

Proposal 5: This proposal was approved with
29,013,549 FOR votes, 15,794,964 AGAINST votes and 35,124 ABSTAIN
votes. There were 8,364,734 broker non-votes in connection with
this proposal.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit No. Description
2.1 Plan of Conversion, dated June 1, 2017
3.1 Articles of Conversion, as filed with the Secretary of State
of the State of Nevada on June 1, 2017
3.2 Certificate of Conversion, as filed with the Secretary of
State of the State of Delaware on June 1, 2017
3.3 Certificate of Incorporation, as filed with the Secretary of
State of the State of Delaware on June 1, 2017
3.4 Bylaws, effective June 1, 2017


About LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO)

Lion Biotechnologies, Inc. is a clinical-stage biotechnology company. The Company is focused on developing and commercializing cancer immunotherapy products designed to harness the power of a patient’s own immune system to eradicate cancer cells. The Company’s lead pipeline candidate, LN-144, is an adoptive cell therapy using tumor-infiltrating lymphocytes (TIL) to treat patients with refractory metastatic melanoma. The Company develops a portfolio of TIL-based products for the treatment of solid tumors. In addition to LN-144, the Company intends to develop additional TIL-based pipeline products to treat a range of solid tumors. It develops LN-145 to treat cervical and head and neck cancers. TIL therapy involves growing a patient’s TIL in special culture conditions outside the patient’s body, or ex vivo, and then infusing the T cells back into the patient in combination with interleukin-2 (IL-2).

LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) Recent Trading Information

LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) closed its last trading session up +0.75 at 6.20 with 462,765 shares trading hands.