Lipella Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 10, 2024, Lipella Pharmaceuticals Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the three 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 filed by the Company with the U.S. Securities and Exchange Commission on August 12, 2024 (the “Proxy Statement”).
As of the close of business on August 1, 2024, the record date for the Annual Meeting, 8,004,636 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 held by them. Stockholders holding an aggregate of 4,303,168 votes were present at the Annual Meeting, virtually or represented by proxy, which number constituted a quorum.
Proposal 1 – The seven (7) director nominees named in the Proxy Statement were elected by a plurality of the votes cast by holders of the shares present and entitled to vote 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 | ||
| Jonathan Kaufman | 2,565,343 | 34,547 | ||
| Michael Chancellor | 2,560,987 | 38,903 | ||
| Lori Birder | 2,561,241 | 38,649 | ||
| Daniel Cohen | 2,535,335 | 64,555 | ||
| Byong (Christopher) Kim | 2,529,909 | 69,981 | ||
| Ryan Pruchnic | 2,535,877 | 64,013 | ||
| Naoki Yoshimura | 2,569,463 | 30,427 |
There were 1,703,278 broker non-votes with respect to each such nominee for the first proposal.
Proposal 2 – The amendment of the Company’s second amended and restated certificate of incorporation, as amended, to effect a reverse stock split of all outstanding shares of Common Stock by a ratio in the range of one-for-five to one-for-one hundred and fifty, to be determined in the sole discretion of the Company’s board of directors, at any time after approval of such amendment and no later than the one year anniversary of such approval, was approved by the affirmative vote of a majority of the shares cast and entitled to vote on the matter. The final voting results were as follows:
| For | Against | Abstain | ||
| 3,881,533 | 407,381 | 14,254 |
Proposal 3 – The appointment of Urish Popeck & Co., LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, was ratified by the affirmative vote of a majority of the shares cast and entitled to vote on the matter. The final voting results were as follows:
| For | Against | Abstain | ||
| 4,232,289 | 61,186 | 9,693 |
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: September 11, 2024 | Lipella Pharmaceuticals Inc. | ||
| By: | /s/ Jonathan Kaufman | ||
Name: Jonathan Kaufman Title: Chief Executive Officer |
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