Mirna Therapeutics, Inc. (NASDAQ:MIRN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Mirna Therapeutics, Inc. (the “Company”) held on August24, 2017 (the “Annual Meeting”), the stockholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July13, 2017.
At the Annual Meeting, 20,409,449 shares of common stock, or approximately 97.85% of the outstanding common stock entitled to vote, were represented by proxy or in person.
The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:
Proposal 1. Approval of the Merger Agreement and the Transactions Contemplated Thereby.
The approval of the Merger Agreement and the transactions contemplated thereby, including the merger and the issuance of the Company’s common stock to the Merger Agreement.
|
For |
Against | Abstain | BrokerNon-Votes |
|
18,499,895 |
1,034,993 | 874,550 |
Proposal 2. Approval of Reverse Stock Split.
The approval of an amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Company’s common stock at a ratio of one new share for every five to nine shares outstanding.
|
For |
Against | Abstain |
|
19,235,632 |
1,173,328 |
Proposal 3. Approval of the Company Name Change to Synlogic, Inc.
The approval of an amendment to the amended and restated certificate of incorporation of the Company to change the name of the Company from “Mirna Therapeutics, Inc.” to “Synlogic, Inc.”
|
For |
Against | Abstain |
|
19,336,535 |
1,023,893 | 49,021 |
Proposal 4. Election of Directors.
The election of two directors to hold office until the 2020 annual meeting of stockholders or until their respective successor is elected and qualified.
|
Nominee |
For | Withheld | BrokerNon-Votes |
|
Lawrence M. Alleva |
18,429,181 | 1,105,718 | 874,550 |
|
Michael Powell, Ph.D. |
18,453,083 | 1,081,816 | 874,550 |
Proposal 5. Ratification of Selection of Independent Registered Public Accounting Firm.
The ratification of the selection by the audit committee of the board of directors of the Company of Ernst& Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December31, 2017.
|
For |
Against | Abstain |
|
20,358,258 |
50,423 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 6. Approval of the Possible Adjournment of the Annual Meeting.
The approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve (i)the Merger Agreement, and the transactions contemplated thereby, including the merger and the issuance of the Company’s common stock to the Merger Agreement, or (ii)the amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Company’s common stock, at a ratio of one new share for every five to nine shares outstanding.
|
For |
Against | Abstain |
|
19,246,319 |
1,161,707 | 1,423 |
However, as the Merger Agreement and amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split were approved, such adjournment was deemed unnecessary.
Item 5.07 Other Events.
On August, 25, 2017, the Company issued a press release announcing voting results relating to the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 5.07 Financial Statements and Exhibits.
Reference is made to the Exhibit Index included with this Current Report on Form 8-K.
Mirna Therapeutics, Inc. ExhibitEX-99.1 2 d447561dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Mirna Therapeutics Announces Results of Annual Meeting of Stockholders Austin,…To view the full exhibit click here
About Mirna Therapeutics, Inc. (NASDAQ:MIRN)
Mirna Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing a pipeline of micro ribonucleic acid (RNA)-based oncology therapeutics. The Company is developing mimics of naturally occurring microRNAs that are designed to restore the tumor suppressor activity and aid appropriate anti-tumor immune response. This approach is known as microRNA replacement therapy. Its lead product candidate, MRX34, a mimic of naturally occurring microRNA-34 (miR-34) encapsulated in a liposomal nanoparticle formulation, has demonstrated clinical proof of concept as a single agent in its ongoing Phase I clinical trial. The Company’s RNA molecules function as natural microRNAs when they enter human cells. These RNA molecules, which it calls microRNA mimics, may be used to replace those tumor suppressor microRNAs that are lost, or under expressed, in cancer cells. Its other preclinical product candidates include miR-215, miR-101, miR-16 and let-7.