moleculin biotech, INC. (NASDAQ:MBRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry into a Material Definitive Agreement. |
On May 25, 2017, Moleculin Biotech, Inc. (Company) approved a
form of indemnification agreement to be entered into with its
current and future directors and executive officers (the
Indemnification Agreement). The Company has entered into, or will
be entering into, an Indemnification Agreement with each of its
directors and executive officers.
The Indemnification Agreement provides, among other things, that
the Company will indemnify indemnitees to the fullest extent
permitted by law. The Indemnification Agreement provides
procedures for the determination of an indemnitees right to
receive indemnification and the advancement of expenses. Subject
to the express terms of the Indemnification Agreement, the
Companys obligations under the Indemnification Agreement continue
even after an indemnitee ceases to be a director, officer or
employee of the Company.
The foregoing description of the Indemnification Agreement does
not purport to be complete and is qualified in its entirety by
reference to the form Indemnification Agreement, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 25, 2017, Moleculin Biotech, Inc. held its 2017 Annual
Meeting of Stockholders (the Annual Meeting). As of April 26,
2017, the record date for the Annual Meeting, there were
17,756,872 shares of common stock issued and outstanding and
entitled to vote on the proposals presented at the Annual
Meeting, of which 13,056,679, or 73.5%, 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 Companys stockholders
at the Annual Meeting.
Proposal 1. The Companys stockholders elected Walter V. Klemp;
Robert George; Jacqueline Northcut; and Michael Cannon, each to
serve until the 2018 annual meeting of stockholders of the
Company or until such persons successor is qualified and elected.
The voting for each director was as follows:
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
Walter V. Klemp | 8,752,388 | 216,450 | 4,087,841 | |||
Robert George | 7,350,337 | 1,618,501 | 4,087,841 | |||
Jacqueline Northcut | 7,352,941 | 1,615,897 | 4,087,841 | |||
Michael Cannon | 8,218,953 | 749,885 | 4,087,841 |
Proposal 2. The Companys stockholders ratified the appointment of
Grant Thornton, LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31,
2017, by the following vote:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
12,882,524 | 108,668 | 65,487 | n/a |
Proposal 3. The Companys stockholders approved the adoption of an
amendment to the Company’s Amended and Restated Certificate of
Incorporation to effect reverse stock split of the outstanding
shares of the Companys common stock, at one of the following
reverse stock split ratios, 1-for-5, 1-for-6, 1-for-7, 1-for-8,
1-for-9, 1-for-10, 1-for-11, 1-for-12, 1-for-13, 1-for-14, or
1-for-15, as determined by the Board of Directors in its sole
discretion, prior to the one-year anniversary of the Annual
Meeting. The voting on this proposal is set forth below:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
11,941,530 | 1,074,821 | 40,327 | n/a |
Proposal 4. The Company’s stockholders approved the proposal to
authorize the proxy holder to adjourn the Annual Meeting to
another time and place, if necessary, to solicit additional
proxies in the event that there are not sufficient votes to
approve Proposal 3. The voting on this proposal is set forth
below:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
8,598,746 | 355,943 | 14,149 | 4,087,841 |
Adjournment of the Annual Meeting was not necessary or
appropriate because there were sufficient votes in favor of
Proposal 3.
Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
Exhibit No. | Description |
10.1 | Form of Indemnification Agreement |
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. moleculin biotech, INC. (NASDAQ:MBRX) Recent Trading Information
moleculin biotech, INC. (NASDAQ:MBRX) closed its last trading session down -0.020 at 0.750 with 179,346 shares trading hands.