Skinvisible, Inc. (OTCMKTS:SKVI) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On November26, 2018, the Company held a Special Meeting of Stockholders (the “Special Meeting”), at which holders of Company Common Stock as of the close of business on October19, 2018, the record date for the Special Meeting (the “Record Date”), voted on proposals to: (1)adopt the Plan of Merger and Reorganization Merger Agreement (the “Merger Agreement”) by and among Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin”), the Company and the Company’s wholly owned subsidiary, Quoin Merger Sub, Inc. (Proposal 1), (2)amend the Company’s Articles of Incorporation to effect a Reverse Split (the “Reverse Split”) of the Company’s issued and outstanding common stock by a ratio of not less than one-for-ten and not more than one-for-one hundred, with the exact ratio to be set at a whole number within this range, as determined by the Company’s board of directors in its sole discretion (Proposal 2), and (3)approve an amendment to the Articles of Incorporation of the Company which changes its name to Quoin Pharmaceuticals, Inc. at the effective time of the Merger (the “Name Change”) (Proposal 3).
Each proposal was described in detail in the Company’s definitive proxy statement, which was first filed with the SEC on October19, 2018 and first mailed to the Company’s stockholders on or about October31, 2018.
According to the report of the independent inspector of election, 144,830,920 shares of Company Common Stock were issued and outstanding, and entitled to vote at the Special Meeting, as of the Record Date, and the holders of a total of 99,993,419 shares of Company Common Stock, representing approximately 69% of the outstanding shares entitled to vote, were present in person or represented by proxy at the Special Meeting. The final vote tally, as certified by the inspector of elections for the Special Meeting, shows that the proposal to adopt the Merger Agreement was approved by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon. The final vote tally also reflects approval of Proposal 2 (Reverse Split) and Proposal 3 (Name Change) by the requisite vote.
The final voting results on the proposals were as follows:
The total number of shares of Company Common Stock entitled to vote on Proposal 1 were voted as follows:
The total number of shares of Company Common Stock entitled to vote on Proposal 2 were voted as follows:
The total number of shares of Company Common Stock entitled to vote on Proposal 3 were voted as follows:
Adjournment of the Special Meeting was deemed not necessary or appropriate and was not acted upon because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement and transactions contemplated thereby, including the Merger.
About Skinvisible, Inc. (OTCMKTS:SKVI)
Skinvisible, Inc. is a pharmaceutical research and development company. The Company has developed a polymer delivery system, Invisicare, and formulated over 40 topical skin products. The Company’s Invisicare manages the delivery of active ingredients for topically applied skin care products. The Company develops topical prescription and over-the-counter products enhanced with Invisicare to license to pharmaceutical and consumer goods companies around the world. The Company assists pharmaceutical clients in the early development of optimal formulation. The Company sells a broad spectrum sun protection factor (SPF) 30 sunscreen known as Skinbrella. Its portfolio of sunless tanning products includes sunless tanning lotions (light, medium and dark), pre-sun moisturizer and after-sun moisturizer, along with sunless tanning spray products for commercial use. It has also developed approximately three broad spectrum sunscreens, with SPF 15, 30 and 50.