UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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| 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 240.14d-2(b) |
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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
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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.
Securities registered pursuant to Section 12(b)of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 21, 2023, TFF Pharmaceuticals, Inc. filed with the Delaware Secretary of State an amendment to its Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to increase its authorized common stock to 180 million shares. A copy of the amendment is attached hereto as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 21, 2023, TFF Pharmaceuticals, Inc. held its 2023 Annual Meeting of Stockholders, for the purposes of:
| ● | Electing four directors, each to serve until our 2024 Annual Meeting of Stockholders; |
| ● | Approving an amendment to our Certificate of Incorporation (“Authorized Capital Amendment”) to effect an increase in the authorized shares of our common stock to 180,000,000; |
| ● | Approving an amendment to our Certificate of Incorporation (“Reverse Split Amendment”) to effect a reverse split of the issued and outstanding shares of our common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-thirty (1:30), with the exact ratio within such range to be determined by our Board of Directors; and |
| ● | Ratifying the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. |
All of the persons nominated to serve on our board of directors, namely Harlan Weisman, Brandi Roberts, Robert S. Mills and Stephen C. Rocamboli, were elected to our board of directors, with shares voted as follows:
| Name | For | Withheld | Broker Non-Vote | |||||||||
| Harlan Weisman | 23,261,062 | 974,810 | 8,494,153 | |||||||||
| Brandi Roberts | 22,772,289 | 1,463,583 | 8,494,153 | |||||||||
| Robert S. Mills | 21,621,875 | 2,613,997 | 8,494,153 | |||||||||
| Stephen C. Rocamboli | 21,666,663 | 2,569,209 | 8,494,153 | |||||||||
In addition, our shareholders approved the Authorized Capital Amendment, with shares voted as follows:
| For | 27,682,005 | |||
| Against | 5,014,092 | |||
| Abstain | 33,921 |
There were seven (7) broker non-votes on the approval the Authorized Capital Amendment.
In addition, our shareholders approved the Reverse Split Amendment, with shares voted as follows:
| For | 29,638,439 | |||
| Against | 3,038,537 | |||
| Abstain | 53,045 |
There were four (4) broker non-votes on the approval the Reverse Split Amendment.
In addition, our shareholders ratified the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, with shares voted as follows:
| For | 31,768,174 | |||
| Against | 902,503 | |||
| Abstain | 59,347 |
There was one (1) broker non-vote on the ratification of our independent registered public accounting firm.
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Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | Method Filing |
The following exhibit is filed with this report:
| Exhibit 3.1 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of TFF Pharmaceuticals, Inc. | Filed Electronically herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| TFF PHARMACEUTICALS, INC. | |
| Dated: November 22, 2023 | /s/ Kirk Coleman |
| Kirk Coleman, | |
| Chief Financial Officer |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TFF PHARMACEUTICALS, INC.
TFF Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
1.That the certificate of incorporation is hereby amended by replacing Article FOURTH thereof with the following:
“FOURTH: The Corporation is authorized to issue one class of stock. The authorized capital stock of the Corporation shall consist of one hundred eighty million (180,000,000) shares which shall be designated as Common Stock, each with a par value of $0.001.”
2. That this amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, TFF Pharmaceuticals, Inc. has caused this Certificate of Amendment to be signed by its authorized officer, as of November 21, 2023.
| TFF PHARMACEUTICALS, INC. | ||
| By: | /s/ Kirk Coleman | |
| Kirk Coleman, | ||
| Secretary and Chief Financial Officer | ||
| State of Delaware | ||
| Secretary of State | ||
| Division of Corporations | ||
| Delivered 06:19PM | ||
| 11/21/2023 FILED | ||
| 06:19PM11/21/2023 | ||
| SR 20234036591 - | ||
| File Number 6725367 |
Cover |
Nov. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 21, 2023 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-39102 |
| Entity Registrant Name | TFF PHARMACEUTICALS, INC. |
| Entity Central Index Key | 0001733413 |
| Entity Tax Identification Number | 82-4344737 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1751 River Run |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Fort Worth |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 76107 |
| City Area Code | 817 |
| Local Phone Number | 438-6168 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock: Par value $.001 |
| Trading Symbol | TFFP |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |