VITAL THERAPIES, INC. (NASDAQ:VTL) Files An 8-K Submission of Matters to a Vote of Security Holders

VITAL THERAPIES, INC. (NASDAQ:VTL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 9.01 Submission of Matters to a Vote of Security Holders.

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At the special meeting of stockholders of Vital Therapies, Inc. (“Vital Therapies”) held on April 4, 2019 (the “Special Meeting”), the stockholders of Vital Therapies voted as set forth below on the following proposals, each of which is described in detail in the definitive proxy statement/prospectus filed by Vital Therapies with the Securities and Exchange Commission on February 19, 2019. The stockholders of Vital Therapies had also been solicited to vote to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Exchange Agreement referenced below and the related proposals, but such adjournment was deemed unnecessary.

At the Special Meeting, 23,699,850 shares of common stock, or approximately 55.93% of the outstanding common stock entitled to vote at the Special Meeting, were represented by proxy or in person.

All of the proposals were approved. The final voting results for each matter submitted to a vote of the stockholders of Vital Therapies are as follows:

Proposal 1. Approval of the Issuance of Common Stock.

The approval of the issuance of shares of common stock of Vital Therapies, to shareholders of Immunic AG (“Immunic”), to the terms of the Exchange Agreement between Vital Therapies, Immunic and the Shareholders of Immunic, dated as of January 6, 2019 (the “Exchange Agreement”):

For

Against

Abstain

Broker Non-Votes

23,356,120

277,127

66,603

Proposal 2. Approval of Change in Control.

The approval of the change in control of Vital Therapies resulting from the transaction contemplated by the Exchange Agreement:

For

Against

Abstain

Broker Non-Votes

23,359,988

269,057

70,805

Proposal 3. Approval of Name Change to Immunic, Inc.

The approval of an amendment to the amended and restated certificate of incorporation of Vital Therapies changing the Vital Therapies corporate name to “Immunic, Inc.”:

For

Against

Abstain

Broker Non-Votes

23,470,789

160,742

68,319

Proposal 4. Approval of Reverse Stock Split.

The approval of an amendment to the amended and restated certificate of incorporation of Vital Therapies effecting a reverse stock split of Vital Therapies’ issued and outstanding common stock within a range of 30 to 60 shares (or any number in between) of outstanding Vital Therapies common stock being combined and reclassified into one share of Vital Therapies common stock:

For

Against

Abstain

Broker Non-Votes

23,083,215

532,540

84,095

Item 9.01.Other Events.

On April 4, 2019, Vital Therapies announced voting results relating to the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

VITAL THERAPIES INC Exhibit
EX-99.1 2 vtl40419prv5.htm EXHIBIT 99.1 Exhibit Vital Therapies,…
To view the full exhibit click here

About VITAL THERAPIES, INC. (NASDAQ:VTL)

Vital Therapies, Inc. is a biotherapeutic company. The Company is focused on developing a human hepatic cell-based treatment targeting acute forms of liver failure. Its product candidate, the ELAD System, is an extracorporeal human allogeneic cellular liver therapy designed to allow the patient’s liver to regenerate to a healthy state, or to stabilize the patient until transplant. The ELAD System is a liver support system containing immortal human liver-derived cells, or VTL C3A cells. The Company initiated a Phase III clinical trial in severe acute alcoholic hepatitis (sAAH), referred to as VTL-308. Its VTL-308 is a randomized, open-label, multicenter, controlled, pivotal study, designed to evaluate the ELAD System in subjects with sAAH. It is based on pre-specified and post-hoc analyses of its VTI-208 phase III clinical trial in alcohol-induced liver decompensation (AILD). The Company’s ELAD System consists of approximately four disposable ELAD C3A cell cartridges.

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