Timber Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 17, 2023

 

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Registrant’s telephone number, including area code: (908) 636-7160

 

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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).

 

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Item 5.07.          Submission of Matters to a Vote of Security Holders

 

On November 17, 2023, Timber Pharmaceuticals, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were: (1) to adopt the Agreement and Plan of Merger (the “Merger Agreement”) with LEO US Holding, Inc., a Delaware corporation, LEO Spiny Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent and LEO Pharma A/S, a Danish Aktieselskabt; (2) to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger (as defined in the Merger Agreement); and (3) to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof. Proxies representing at least 34% percent of the voting power of the capital stock issued and outstanding and entitled to vote at the Special Meeting have been received.  Accordingly, a quorum was present for the transaction of business.

 

The proposal to approve the Merger Agreement was not approved by a majority of the outstanding shares of common stock entitled to vote thereon. The proposal to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger, was approved by a majority of the votes cast. The proposal to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof, was approved by a majority of the votes cast.

 

The precise number of votes will be set forth in a subsequent Current Report on Form 8-K.

 

 

 

 

 

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.