MOLECULIN BIOTECH, INC. (NASDAQ:MBRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2020, the Compensation Committee of the Board of Directors of Moleculin Biotech, Inc. (“Company”) agreed to modify the Company’s policy for compensating non-employee members of the Board by (i) amending the annual option grant that is issued on the date of the annual meeting (commencing in 2021) to each non-employee director that is re-elected at the annual meeting to provide for a 10-year option to purchase 20,000 shares of the Company’s common stock, with quarterly vesting and an exercise price equal the closing price of the Company’s common stock on the date of the annual meeting, and (ii) increasing the annual cash compensation payable to each non-employee members of the Board from $35,000 to $40,000.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 23, 2020, the record date for the Annual Meeting, there were 53,227,700 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 41,131,579 shares, or 77.27%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of our common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal 1. Election of Directors – The Company’s stockholders elected Walter V. Klemp, Robert George, Michael Cannon and John Climaco to serve until the 2021 Annual Meeting of Stockholders of the Company, or until such person’s successor is qualified and elected.
Proposal 2. Ratify Grant Thornton LLP as Independent Registered Public Accountant – The Company’s stockholders ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, by the following vote:
Proposal 3. To Effect a Reverse Stock Split of the Outstanding Shares – – The Company’s stockholders authorized the Board of Directors, in its sole discretion, prior to the one-year anniversary of the Annual Meeting, to file an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at one of the following reverse stock split ratios, 1-for-2, 1-for-3, 1-for-4, 1-for-5, 1-for-6, 1-for-7, or 1-for-8. As of the date hereof, the Company’s Board of Directors has not made any determination on the filing of such amendment. The voting on this proposal is set forth below:
Proposal 4.>To Increase the Number of Common Stock>Authorized for Issuance under the 2015 Plan>->The Company’s stockholders approved an increase in the number of shares of common stock authorized for issuance under the 2015 Plan by 6,000,000 shares.
The voting on this proposal is set forth below:
Proposal 5. To authorize an Adjournment of the Annual Meeting – To authorize an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve of the foregoing proposals.
Adjournment of the Annual Meeting was necessary due to public health concerns.
About MOLECULIN BIOTECH, INC. (NASDAQ:MBRX)
Moleculin Biotech, Inc. is a preclinical and clinical-stage pharmaceutical company. The Company is focused on the development of anti-cancer drug candidates. Its lead drug candidate is liposomal Annamycin, which it refers to as Annamycin, an anthracycline intended for the treatment of relapsed or refractory acute myeloid leukemia (AML). Annamycin is a Phase II clinical-stage anthracycline and liposome formulated anthracycline that has been designed to eliminate cardiotoxicity and avoid the multidrug resistance mechanisms. It has over two other drug development projects in progress, one involving a portfolio of small molecules, which it refers to as the WP1066 Portfolio, focused on the modulation of key oncogenic transcription factors involved in the progression of cancer, and the WP1122 Portfolio, a suite of molecules targeting the metabolic processes involved in cancer in general, and glioblastoma. As of September 30, 2016, it had not generated any revenue from its operations.
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