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): May 14, 2019
Bellerophon Therapeutics, Inc. |
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-36845 | 47-3116175 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
184 Liberty Corner Road, Suite 302 Warren, New Jersey | 07059 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 574-4770
(Former Name or Former Address, if Changed Since Last Report) |
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
x | Emerging growth company | |
x | 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 |
Common Stock, $0.01 par value per share | BLPH | The Nasdaq Global Market |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2019, at the 2019 Annual Meeting of Stockholders (the "Annual Meeting") of Bellerophon Therapeutics, Inc. (the "Company"), the stockholders approved the three proposals listed below. Of the 68,906,765 shares of common stock issued, outstanding and eligible to vote as of the record date of March 25, 2019, a quorum of 58,410,898 shares, or approximately 84.77% of the eligible shares, was present in person or represented by proxy. The final results for the votes regarding each proposal are set forth in the following tables.
(a) Election of Directors. The Company's stockholders elected the following nominees to serve on the Company's board of directors for a three-year term until the Company's 2022 annual meeting of stockholders and until each of their respective successors is duly elected and qualified, based on the following votes:
Name | Votes For | Votes Withheld | Broker Non-Votes |
Mary Ann Cloyd | 45,539,004 | 1,707,604 | 11,164,290 |
Crispin Teufel | 47,040,264 | 206,344 | 11,164,290 |
(b) Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending December 31, 2019: The Company's stockholders approved the proposal based on the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
57,179,871 | 1,021,329 | 209,698 | — |
(c) Approval of a proposed amendment to increase the number of shares authorized for issuance of awards under the Company’s 2015 Equity Incentive Plan from 5,000,000 shares to an aggregate of 12,500,000 shares of common stock: The Company's stockholders approved the proposal based on the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
43,828,312 | 3,341,568 | 76,728 | 11,164,290 |
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.
BELLEROPHON THERAPEUTICS, INC. | ||||||
Date: May 14, 2019 | By: | /s/ Assaf Korner | ||||
Assaf Korner Chief Financial Officer | ||||||