UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As disclosed below, at the Special Meeting of Stockholders (the “Special Meeting”) of NexImmune, Inc. (the “Company”) held on October 17, 2023, the Company’s stockholders approved a proposal authorizing an amendment (the “Certificate of Amendment”) to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended, to effect a one-time reverse stock split of the Company’s outstanding shares of common stock at a ratio of not less than 1-for-4 and not greater than 1-for-50.
On October 18, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-25 (the “Reverse Stock Split”). The Reverse Stock Split was effective at 5 p.m. Eastern Time, after the close of trading on the Nasdaq Capital Market, on October 18, 2023 (the “Effective Time”). At the Effective Time, every 25 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and convertible securities, and to the number of shares issued and issuable under the Company’s stock incentive plans. Any stockholder who would otherwise be entitled to a fractional share of common stock created as a result of the Reverse Stock Split will be entitled to receive a cash payment in lieu thereof equal to the fractional share to which the stockholder would otherwise be entitled multiplied by the closing sales price of a share of common stock on October 18, 2023, as adjusted for the Reverse Stock Split.
Following the Reverse Stock Split, the shares of common stock will continue to trade on the Nasdaq Capital Market under the symbol “NEXI.” The new CUSIP number for the common stock following the Reverse Stock Split will be 65344D 208.
The summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 of this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the Special Meeting on October 17, 2023 at 10:00 a.m. Eastern Time in virtual format. Of the Company’s 26,078,451 shares of common stock issued and outstanding and eligible to vote as of the record date of August 31, 2023, 14,274,476 shares, or approximately 54.73% of the eligible shares of common stock, were present virtually or represented by proxy. A quorum was present for all matters. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 25, 2023. The following actions were taken at the Special Meeting:
Proposal 1
The Company’s stockholders approved an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of not less than 1-for-4 and not more than 1-for-50, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors (the “Board”) without further approval or authorization of the Company’s stockholders and with the Board able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.
| Votes For |
Votes Against |
Votes Abstained | ||
| 13,838,206 |
344,220 | 92,050 |
Proposal 2
The Company’s stockholders approved an adjournment of the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt proposal No. 1.
| Votes For |
Votes Against |
Votes Abstained | ||
| 13,899,330 |
286,293 | 88,853 |
| Item 8.01. | Other Information. |
On October 18, 2023, the Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of NexImmune, Inc., dated October 18, 2023. | |
| 99.1 | Press Release, dated October 18, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| NEXIMMUNE, INC. | ||
| By: | /s/ Kristi Jones | |
| Kristi Jones | ||
| Chief Executive Officer | ||
Date: October 18, 2023