UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 28, 2023, the Company held its special meeting of stockholders (the “Special Meeting”). The following is a brief description of each matter voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 11, 2023.
Proposal 1-Amendment Proposal
| Final Voting Results | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 28,792,738 | 1,350,803 | 105,939 | Not Applicable | |||
The Company’s stockholders approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio between one-for-ten (1:10) and one-for-thirty-five (1:35), inclusive, as determined by the Board in its discretion.
Proposal 2-Adjournment Proposal
| Final Voting Results | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 28,172,080 | 1,432,306 | 645,094 | Not Applicable | |||
The Company’s stockholders approved a proposal to authorize that, if, at the Special Meeting, the number of shares of the Common Stock present or represented and voting in favor of the Amendment Proposal is insufficient to approve such proposal, the Company’s Chief Executive Officer or the Chairman of the Board of the Company, in his reasonable discretion, may move to adjourn the Special Meeting in order to enable our Board to continue to solicit additional proxies in favor of the Amendment Proposal.
No other matters were submitted for stockholder action.
| Item 8.01. | Other Events. |
On January 4, 2024, the Company issued a press release announcing that its Board has approved a one-for-thirty reverse stock split (the “Reverse Stock Split”) of the Company’s common stock. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
The Reverse Stock Split is expected to become effective on January 5, 2024 at 11:59 p.m. Eastern Time (the “Effective Time”), with shares to begin trading on a split-adjusted basis at market open on January 8, 2024. In connection with the Reverse Stock Split, every thirty shares of the Company’s common stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company’s common stock. The Company’s stockholders will be entitled to receive cash in lieu of any fractional shares they would otherwise be entitled to receive in the Reverse Stock Split.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release, dated January 4, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| Eiger BioPharmaceuticals, Inc. | ||||||
| Dated: January 4, 2024 | ||||||
| By: | /s/ James Vollins | |||||
| James Vollins | ||||||
| General Counsel, Chief Compliance Officer & Corporate Secretary | ||||||