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 February 10, 2022, Pulmatrix, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the Company’s definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on December 30, 2021 (the “Proxy Statement”).
A total of 31,509,952 shares of common stock, par value $0.0001 per share, out of a total of 56,249,062 shares of common stock issued and outstanding and entitled to vote, and a total of 6,745.0008 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), representing all of the issued and outstanding shares of Preferred Stock entitled to vote at the Special Meeting, each as of December 17, 2021, the record date for the Special Meeting, were present in person or represented by proxy at the Special Meeting, constituting a quorum. As previously described in the Proxy Statement, each share of Preferred Stock entitled the holder to 8,333,333 votes on Proposal 1 at the Special Meeting; provided, that, such votes were required to be counted by the Company in the same proportion as the aggregate shares of common stock that were voted on such proposal. Holders of the Company’s common stock were entitled to one vote per share on each proposal.
The matters submitted for a vote and the related results are set forth below:
| (1) | to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), in substantially the form attached to the proxy statement as Annex A, to, at the discretion of the Board of Directors of the Company, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.0001 per share, including stock held by the Company as treasury shares, at a ratio of 1-for 2 to 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board of Directors of the Company and included in a public announcement. |
| For | Against | Withheld /Abstained | Broker Non-Votes | |||
| 33,293,992,060 | 22,822,132,158 |
123,723,487 |
0 |
| (2) | to approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. |
| For | Against | Withheld /Abstained | Broker Non-Votes | |||
20,408,558 |
10,998,773 |
102,621 |
0 |
The results reported above are final voting results. Due to the approval of Proposal 1, there was no need to adjourn the Special Meeting. No other matters were considered or voted upon at the Special Meeting.
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.
| PULMATRIX, INC. | ||
| Date: February 11, 2022 | By: | /s/ Teofilo Raad |
| Teofilo Raad | ||
| Chief Executive Officer | ||