8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 14, 2022

AVALO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)  

Delaware

(State or other jurisdiction of incorporation)

001-37590	45-0705648
(Commission File Number)	(IRS Employer Identification No.)

540 Gaither Road, Suite 400, Rockville, Maryland 20850

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (410) 522-8707

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:

☐     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
Common Stock, $0.001 Par Value	AVTX	Nasdaq Capital Market

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.

The Company held its 2022 Annual Meeting on June 14, 2022. In connection with the Annual Meeting, there were 112,794,203 shares outstanding as of the record date, which was April 20, 2022, of which 84,071,131 shares, or approximately 74.53%, were present or represented by proxy. At the Annual Meeting, stockholders voted on the following items:

Proposal 1: Election of Directors

By the vote reflected below, the Company’s stockholders elected each of the following individuals to the Board to hold office until the 2023 Annual Meeting and until their respective successors are elected and qualified.

Name	For	Withheld	Broker Non-Votes
Steven Boyd	68,399,932	2,848,966	—
June Almenoff, M.D., Ph.D.	63,063,363	8,185,535	—
Mitchell Chan	68,537,941	2,710,957	—
Gilla Kaplan, Ph.D.	68,510,640	2,738,258	—
Keith Maher, M.D.	68,520,255	2,728,643	—
Garry Neil, M.D.	67,093,097	4,155,801	—
Magnus Persson, M.D., Ph.D.	66,987,263	4,261,635	—

Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Effect a Reverse Stock Split

The Company’s stockholders approved the proposal to amend our Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of between 1-for-5 and 1-for-20 as determined by our Board. This proposal was approved by the votes indicated below:

For	Against	Abstain	Broker Non-Votes
78,835,080	4,329,952	906,099	—

Proposal 3: Approval, on a Nonbinding Advisory Basis, a “Say-on-Pay” Resolution

The Company’s stockholders, on a nonbinding advisory basis, approved the proposal for a “Say-on-Pay” resolution regarding the compensation of our named executive officers. This proposal was approved by the votes indicated below:

For	Against	Abstain	Broker Non-Votes
66,230,263	4,535,881	482,754	12,822,233

Proposal 4: Approval, on a Nonbinding Advisory Basis, the frequency of future advisory votes on “Say-on-Pay” Resolutions

The Company’s stockholders, on a nonbinding advisory basis, approved the proposal of three (3) years for the frequency of future advisory votes on “Say-on-Pay” resolutions regarding the compensation of our named executive officers. This frequency was approved by the votes as indicated below:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
20,732,641	54,282	48,133,318	2,328,657	—

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Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. This proposal was approved by the votes indicated below:

For	Against	Abstain	Broker Non-Votes
82,986,379	462,649	622,103	—

2

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.

		AVALO THERAPEUTICS, INC.
Date: June 14, 2022	By:	/s/ Christopher Sullivan
		Christopher Sullivan
		Chief Financial Officer

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Cover Page Document	Jun. 14, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 14, 2022
Entity Registrant Name	AVALO THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37590
Entity Tax Identification Number	45-0705648
Entity Address, Address Line One	540 Gaither Road, Suite 400
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	410
Local Phone Number	522-8707
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	AVTX
Entity Emerging Growth Company	false
Entity Central Index Key	0001534120
Amendment Flag	false