UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
One June 30, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Entero Therapeutics, Inc. (the “Company”), the stockholders voted on the five proposals listed below and approved each proposal. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 4, 2025 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
| 1. | The stockholders elected each of Edward J. Borkowski, Richard Paolone, Eric Corbett, Manpreet Uppal and Jack Syage to serve on the Company’s board of directors for a term of one year expiring at the annual meeting of stockholders to be held in 2026 or until their respective successors are duly elected and qualified. The tabulation of votes with respect to the election of such directors was as follows: |
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
| Edward J. Borkowski | 469,379 | 38,279 | 1,328,218 | |||
| Richard Paolone | 450,118 | 57,540 | 1,328,218 | |||
| Eric Corbett | 450,123 | 57,535 | 1,328,218 | |||
| Manpreet Uppal | 449,544 | 58,114 | 1,328,218 | |||
| Jack Syage | 434,283 | 73,375 | 1,328,218 |
| 2. | The stockholders voted to approve the adoption and approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of Common Stock, at a specific ratio, ranging from 1:2 to 1:20, at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of our stockholders. The tabulation of votes with respect to this proposal was as follows: |
| Vots For | Votes Aginst | Abstension | ||
| 1,491,305 | 338,151 | 6,420 |
| 3. | The stockholder voted to approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in the Proxy Statement. The tabulation of votes with respect to this proposal was as follows: |
| Vots For | Votes Aginst | Abstension | Broker Non-Votes | |||
| 415,176 | 77,434 | 15,048 | 1,328,218 |
| 4. | The stockholders voted to approve the ratification of the appointment of Machias Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The tabulation of votes with respect to this proposal was as follows: |
| Vots For | Votes Aginst | Abstension | ||
| 1,697,355 | 124,752 | 13,769 |
| 5. | The stockholders approved the adjournment of the Annual Meeting to the extent that there were insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals. The tabulation of votes with respect to this proposal was as follows: |
| Vots For | Votes Aginst | Abstension | ||
| 1,604,274 | 225,916 | 5,686 |
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.
| Entero Therapeutics, Inc. | ||
| July 2, 2025 | By: | /s/ Richard Joel Paolone |
| Name: | Richard Joel Paolone | |
| Title: | Interim Chief Executive Officer | |