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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported) May 12, 2025
 
Universal Biosensors, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
000-52607
 
98-0424072
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
         
1 Corporate Avenue
Rowville, 3178, Victoria
Australia
  Not Applicable
(Address of Principal Executive Offices)   (Zip Code)
 
+61 3 9213 9000
(Registrants Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
         
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
 
 

 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
Universal Biosensors, Inc. (the “Company”) held its annual meeting of stockholders on May 12, 2025. At the meeting, the Company’s stockholders (i) elected Mr. David Hoey and Mr. Graham McLean to serve as Class III directors of the Company until the 2028 annual meeting of stockholders, or until their successors are duly elected and qualified; (ii) approved the grant of 15,000,000 options to Mr. Peter Mullin under the Employee Incentive Plan; (iii) approved, as a special resolution, the Additional 10% Placement Capacity; and (iv) approved the proposal regarding an advisory vote to approve the compensation awarded to the Company’s named executive officers.
 
Proposal No.
 
Proposal
 
Votes For
   
Votes Against
   
Abstentions
 
Proposal 1(a)
 
Re-election of Mr. David Hoey
    102,881,893       152,263       22,291,742  
Proposal 1(b)
 
Re-election of Mr. Graham McLean
    124,949,126       72,263       368,342  
Proposal 2
 
Approve the grant of 15,000,000 options to Mr. Peter Mullin under the Employee Incentive Plan
    124,626,673       712,795       29,313  
Proposal 3
 
Approve, as a special resolution, the Additional 10% Placement Capacity
    124,987,576       318,363       82,842  
Proposal 4
 
Advisory Vote on the Compensation of Senior Executives
    124,638,673       714,489       35,619  
 
 
 
 
Item 7.01.
Regulation FD Disclosure.
 
The Company is furnishing presentation materials that the Company used during its annual meeting of stockholders on May 12, 2025. The Company is also making the materials available on its website (www.universalbiosensors.com). The Company is furnishing the presentation materials as Exhibit 99.1 to this Current Report on Form 8-K. The furnishing of these materials is not intended to constitute a representation that such furnishing is required by Regulation FD or that the information furnished includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
 
The information provided pursuant to this Item 7.01 and Item 9.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
 
99.1
Presentation by Mr. Peter Mullin, Chief Executive Officer & Managing Director
104
The cover page of this Current Report on Form 8-K, formatted Inline XBRL
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
UNIVERSAL BIOSENSORS, INC.
     
Date: May 12, 2025
By:
/s/ Peter Mullin
   
Peter Mullin
   
Principal Executive Officer