UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 13, 2024, Lyra Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Meeting. The Amendment updates the exculpation provision with respect to certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware. A description of the Amendment is included in the section titled “Proposal 3: Approval of Amendment to our Restated Certificate of Incorporation to Provide for the Exculpation of Officers from Breaches of Fiduciary Duty to the Fullest Extent Permitted by the General Corporation Law of the State of Delaware” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
As a result, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 13, 2024, which became effective upon filing (the “Certificate of Amendment”). The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A total of 47,526,261 shares of common stock were present online or represented by proxy at the Meeting, representing approximately 78% of the Company’s outstanding common stock as of the April 16, 2024 record date.
The following are the voting results for the proposals considered and voted upon at the Meeting, all of which were described in the Definitive Proxy Statement.
Item 1 - Election of two Class I Directors to serve until the Company’s 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR |
Votes WITHHELD |
Broker Non-Votes | |||
| Konstantin Poukalov |
38,564,637 | 1,429,181 | 7,532,443 | |||
| Nancy L. Snyderman, M.D., FACS |
33,372,837 | 6,620,981 | 7,532,443 |
Item 2 - Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 47,464,887 |
47,693 |
13,681 |
0 |
Item 3 - Approval of an amendment to the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 38,783,561 |
1,201,941 |
8,316 |
7,532,443 |
Based on the foregoing votes, Konstantin Poukalov and Nancy L. Snyderman, M.D., FACS were elected as Class I Directors and Item 2 and Item 3 were approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Restated Certificate of Incorporation of Lyra Therapeutics, Inc., dated May 5, 2020 and the Certificate of Amendment to the Restated Certificate of Incorporation of Lyra Therapeutics, Inc., dated June 13, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
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.
| Lyra Therapeutics, Inc. | ||||||
| Date: June 18, 2024 | By: | /s/ Jason Cavalier | ||||
| Jason Cavalier | ||||||
| Chief Financial Officer | ||||||