LPATH,INC. (FRA:HQ8E) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security
Holders.
On December27, 2016, Lpath,Inc. (Lpath or the Company) held a
special meeting of stockholders (the Special Meeting) to consider
five proposals related to the Companys previously announced
merger with Apollo Endosurgery,Inc. (Apollo), to an Agreement and
Plan of Merger and Reorganization, dated as of September8, 2016,
by and among the Company, Lpath Merger Sub,Inc. and Apollo (the
Merger Agreement). Each of the Companys proposals were approved
by the requisite vote of the Companys stockholders as described
below. The closing of the merger and the related transactions
contemplated by the Merger Agreement are currently expected to be
completed on or around December 29, 2016.
At the close of business on November22, 2016, the record date for
the Special Meeting, the Company had 2,404,186 shares of common
stock issued and outstanding. The holders of a total of 1,407,607
shares of common stock were represented at the Special Meeting by
proxy, representing approximately 58.6% of the Companys issued
and outstanding common stock as of the record date, which total
constituted a quorum for the Special Meeting in accordance with
the Companys bylaws.
The approval of the Merger Agreement and the issuance of Lpath
common stock to the Merger Agreement (Proposal No.1) required the
affirmative vote of the holders of a majority of the shares of
Lpath common stock having voting power present in person or
represented by proxy at the Special Meeting. The approval of the
1:5.5 reverse stock split and the change of Lpaths corporate name
(Proposal Nos. 2 and 3, respectively) required the affirmative
vote of the holders of a majority of the shares of Lpath common
stock having voting power outstanding on the record date for the
Special Meeting. The approval of the 1:5.5 reverse stock split
was required in order to authorize Lpaths issuance of the shares
of its common stock to the Merger Agreement and allow for the
listing of the common stock of the combined company on the NASDAQ
Stock Market following the closing of the merger. As a result,
each of Proposal Nos. 1, 2 and 3 were conditioned on each other
and, therefore, each was required to pass in order for the merger
and the other transactions contemplated by the Merger Agreement
to be consummated. The approval, on a non-binding advisory vote
basis, of the compensation that will or may become payable by
Lpath to its named executive officers in connection with the
merger (Proposal No.4) and the approval of the adjournment of the
Special Meeting, if necessary, to solicit additional proxies
(Proposal No.5) required the affirmative vote of the holders of a
majority of the shares of Lpath common stock having voting power
present in person or represented by proxy at the Special Meeting.
The final voting results for each of these proposals is set forth
below.Brokers did not have discretionary authority to vote for
Proposal Nos. 1, 2, 3 and 4 for the shares of Lpath common stock
held in street name, and as a result, no broker non-votes were
received for any of these proposals. For more information on
these proposals, please refer to the Companys prospectus/proxy
statement/information statement for the Special Meeting, filed
with the Securities and Exchange Commission on December1, 2016.
1. To adopt and approve the Merger Agreement, and to approve the
merger and the issuance of Lpath common stock to the Merger
Agreement:
|
For |
|
Against |
|
Abstain |
|
|
1,264,732 |
132,489 |
10,386 |
2. To approve the amended and restated certificate of
incorporation of Lpath to effect a reverse stock split of Lpath
common stock, at a ratio of one new share for every five and one
half shares outstanding:
|
For |
|
Against |
|
Abstain |
|
|
1,214,652 |
170,560 |
22,395 |
3. To approve the amended and restated certificate of
incorporation of Lpath to change the name Lpath,Inc. to Apollo
Endosurgery,Inc.:
|
For |
|
Against |
|
Abstain |
|
|
1,256,773 |
133,097 |
17,737 |
4. To approve, on a non-binding advisory vote basis, compensation
that will or may become payable by Lpath to its named executive
officers in connection with the merger:
|
For |
|
Against |
|
Abstain |
|
|
1,059,699 |
246,799 |
101,109 |
5. To adjourn the Lpath special meeting, if necessary, to solicit
additional proxies if there are not sufficient votes in favor of
Lpath Proposal Nos. 1, 2, 3 and 4 (although Lpath Proposal No.5
was approved, adjournment of the Special Meeting was not
necessary or appropriate because there were sufficient votes at
the time of the Special Meeting to approve the other proposals):
|
For |
|
Against |
|
Abstain |
|
|
1,215,315 |
177,832 |
14,460 |
No other items were presented for stockholder approval at the
Special Meeting.
LPATH, INC. (FRA:HQ8E) Recent Trading Information
LPATH, INC. (FRA:HQ8E) closed its last trading session 00.00 at 2.78 with 0 shares trading hands.