Artiva Biotherapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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 24, 2025

Artiva Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

5505 Morehouse Drive, Suite 100

San Diego, California 92121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 267-4467

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

(e) On June 24, 2025, Artiva Biotherapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2024 Equity Incentive Plan (the “2024 Plan” and the 2024 Plan, as amended, the “2024 Amended Plan”) to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 1,214,580 shares. The 2024 Amended Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors on April 16, 2025. A summary of the principal features of the 2024 Amended Plan are set forth under the heading “Proposal No. 3―Approval of Amendment to the Company’s 2024 Equity Incentive Plan” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2025 (the “2025 Proxy Statement”). The summaries are qualified in their entirety by reference to the 2024 Amended Plan, filed as Exhibit 10.1 to this report.

(a) At the Annual Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the 2025 Proxy Statement. As of April 25, 2025, the record date for the Annual Meeting, 24,363,119 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The voting results are set forth below.

(b)

Proposal 1. Election of Class I Director

The Company’s stockholders elected the person listed below as a Class I director to serve a three-year term through the Company’s 2028 annual meeting of stockholders and until a successor has been elected and qualified or until earlier resignation or removal. The final voting results are as follows:

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s principal independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

Proposal 3. To Approve an Amendment to the Artiva Biotherapeutics, Inc. 2024 Equity Incentive Plan

The Company’s stockholders approved an amendment to the 2024 Plan to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 1,214,580 shares. The final voting results are as follows:

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.

Dated: June 25, 2025