Chromocell Therapeutics Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 22, 2024, Chromocell Therapeutics Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the five proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 26, 2024 (the “Proxy Statement”).
As of the close of business on September 20, 2024, the record date for the Annual Meeting, 5,766,704 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were issued, outstanding and entitled to vote. Holders of shares of Common Stock were entitled to one vote per share for each share of Common Stock. Stockholders holding an aggregate of 3,950,312 votes were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.
Proposal 1 – The five (5) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the Company’s directors until the Company’s 2025 Annual Meeting of Stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows:
| Nominee | For | Withheld | |||
| Todd Davis | 3,534,258 | 815 | |||
| Ezra Friedberg | 3,534,258 | 815 | |||
| Francis Knuettel II | 3,534,258 | 815 | |||
| Dr. Richard Malamut | 3,534,254 | 819 | |||
| Chia-Lin Simmons | 3,532,834 | 2,239 |
There were 415,239 broker non-votes with respect to each such nominee for the first proposal.
Proposal 2 – The amendment to the Company’s 2023 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder was approved by the Company’s stockholders. The final voting results were as follows:
| For | Against | Abstain | |||
| 3,527,889 | 4,985 | 2,199 |
There were 415,239 broker non-votes with respect to the second proposal.
Proposal 3 – The proposal to waive the limit on the number of shares of Common Stock that may be issued to certain shareholders pursuant to that certain Securities Purchase Agreement, dated July 24, 2024, and that certain Common Stock Purchase Agreement, dated July 26, 2024, as required by the NYSE American LLC, was approved by the Company’s stockholders. The final voting results were as follows:
| For | Against | Abstain | |||
| 3,126,104 | 406,770 | 2,199 |
There were 415,239 broker non-votes with respect to the third proposal.
Proposal 4 – The reincorporation of the Company in Nevada and simultaneous name change to “Channel Therapeutics Corporation” was approved by the Company’s stockholders. The final voting results were as follows:
| For | Against | Abstain | |||
| 2,603,047 | 2,335 | 929,691 |
There were 415,239 broker non-votes with respect to the fourth proposal.
Proposal 5 – The appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was ratified by the Company’s stockholders. The final voting results were as follows:
| For | Against | Abstain | |||
| 3,941,195 | 6,918 | 2,199 |
| Item 8.01 | Other Events. |
On October 22, 2024, the board of directors of the Company authorized an amendment (the “Amendment”) to the Company’s existing stock repurchase plan, dated August 5, 2024 (as amended, the “Repurchase Plan”) to increase the total value of shares of Common Stock available for repurchase by the Company under the Repurchase Plan by an additional $500,000, to $750,000. In addition, the Amendment extends the termination date of the Repurchase Plan from December 31, 2024 to June 30, 2025, prior to which Common Stock may be repurchased, unless completed sooner or otherwise extended. Open market purchases are intended to be conducted in accordance with applicable Securities and Exchange Commission regulations, including the guidelines and conditions of Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and actual number of shares repurchased will depend on a variety of factors including trading price, the Company’s financial performance, corporate and regulatory requirements and other market conditions.
A copy of the press release dated October 24, 2024 announcing the Repurchase Plan Amendment is filed as Exhibit 99.1, and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 24, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
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.
| Date: October 24, 2024 | Chromocell Therapeutics Corporation | ||
| By: | /s/ Francis Knuettel II | ||
| Name: | Francis Knuettel II | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||