Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Special Meeting of Stockholders (the "Special Meeting") of
For a description of the Ocuphire 2020 Plan, please refer to "Proposal No. 4:
Approval of the Adoption of the Ocuphire 2020 Plan" in the Company's
prospectus/definitive proxy statement filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of
Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Special Meeting.
Proposal 1. Approval of the Issuance of Common Stock in the Merger and Resulting Change of Control of the Company
The Company's stockholders approved the proposal to issue shares of Common Stock
to stockholders of Ocuphire pursuant to the terms of the Merger Agreement, and
the change of control of the Company resulting from the merger under
For Against Abstentions Broker Non-Votes 1,497,055 116,477 24,543 1,700,158
Proposal 2. Approval of the Amendment to the Certificate of Incorporation to Effect the Reverse Stock Split
The Company's stockholders approved the proposal to amend the amended and restated certificate of incorporation of the Company, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of the Common Stock, at a ratio within the range of 1-for-3 to 1-for-5, with such specific ratio to be approved by the Company's board of directors. The voting on this proposal is set forth below:
For Against Abstentions Broker Non-Votes 2,915,886 393,063 29,284 - 2
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Proposal 3. Approval of the Amendment to the Certificate of Incorporation to Effect the Corporate Name Change
The Company's stockholders approved the proposal to amend the Certificate of
Incorporation to change the corporate name of the Company from "
For Against Abstentions Broker Non-Votes 3,086,313 212,300 39,617 -
Proposal 4. Approval of the
The Company's stockholders approved the proposal to adopt the Ocuphire 2020 Plan. The voting on this proposal is set forth below:
For Against Abstentions Broker Non-Votes 990,782 615,853 31,440 1,700,158
Proposal 5. Approval of the Issuance of Shares of Common Stock in Connection with the Pre-Merger Financing
The Company's stockholders approved the proposal to issue (i) shares of Common
Stock upon the exercise of warrants to be issued in the pre-merger financing,
and (ii) additional shares of Common Stock that may be issued following the
closing of the pre-merger financing, in each case pursuant to that certain
Amended and Restated Securities Purchase Agreement, dated as of
For Against Abstentions Broker Non-Votes 1,461,486 150,381 26,208 1,700,158
Proposal 6. Approval of Adjournment of the Special Meeting
The Company's stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 or 5. The voting on this proposal is set forth below:
For Against Abstentions Broker Non-Votes 2,990,636 309,556 38,041 -
Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 99.1 Press release issued byRexahn Pharmaceuticals, Inc. datedNovember 2, 2020 . 3
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