Attached files
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EX-10.1 - Sonoma Pharmaceuticals, Inc. | v196954_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 13, 2010
Oculus
Innovative Sciences, Inc.
(Exact
name of registrant as specified in charter)
Delaware
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001-33216
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68-0423298
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||
(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1129
N. McDowell Blvd.
Petaluma,
CA 94954
(Address
of Principal Executive Offices) (Zip Code)
(707)
782-0792
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07.
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Submission
of Matters to a Vote of Security
Holders
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The 2010
Annual Meeting of Stockholders of Oculus Innovative Sciences, Inc. (the
“Company”) was held on September 13, 2010. Proxies were
solicited pursuant to the Company’s proxy statement filed on July 29, 2010
with the Securities and Exchange Commission under Section 14(a) of the
Securities Exchange Act of 1934.
The
number of shares of the Company’s common stock entitled to vote at the Annual
Meeting was 26,277,458. The number of shares of common stock present or
represented by valid proxy at the Annual Meeting was 18,426,337. Each share of
common stock was entitled to one vote with respect to matters submitted to the
Company’s stockholders at the Annual Meeting.
At the
Annual Meeting, the Company’s stockholders were asked (i) to elect two
Class II directors, nominated by the Board of Directors, to serve until the
2013 Annual Meeting or until their successors are duly elected and qualified;
(ii) to approve the adoption of the 2010 Stock Incentive Plan; and (iii) to
ratify the appointment of Marcum LLP as its independent registered public
accounting firm. The voting results reported below are final.
Proposal 1 –
Election of
Directors
Gregg
Alton and Jay Birnbaum were duly elected as the Class II directors. The results
of the election were as follows:
NOMINEE
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FOR
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WITHHELD
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BROKER NON-VOTES
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|||
Gregg
Alton
|
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9,491,493
|
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756,811
|
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12,285,720
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|||
Jay
Birnbaum
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9,730,727
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517,577
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12,285,720
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Proposal 2 – Approval of the
2010 Stock Incentive Plan
The
election resulted in 82.25% of the votes cast “For” approval of the Plan, 15.20%
of the votes cast “Against” approval of the Plan, and 2.55% of the votes cast to
“Abstain.” Despite overwhelming approval of the Plan based on votes
cast solely on Proposal 2, the 2010 Stock Incentive Plan was not approved
because the Company’s Amended and Restated Bylaws require that more than half of
the shares of common stock present or represented by valid proxy at the Annual
Meeting vote to approve the Plan. Due to the large number of votes
submitted by brokers on Proposal 3 that are not permitted to vote on
Proposal 2, the Company did not receive sufficient overall votes on Proposal 2
to pass Proposal 2. Consequently, although 82.25% of votes cast on
Proposal 2 were “FOR” approval of the Plan, it only received 45.75% of the
votes cast “FOR” the Plan when adding in broker non-votes cast on Proposal
3. The results of the election were as follows:
FOR
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AGAINST
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ABSTAIN
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||||
8,429,273
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1,557,663
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261,368
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Proposal 3 – Ratification of
the Appointment of Independent Registered Public Accounting
Firm
The
appointment of Marcum, LLP as the Company’s independent registered public
accounting firm for the fiscal year ending March 31, 2011 was ratified. The
results of the ratification were as follows:
FOR
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AGAINST
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ABSTAIN
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||||
17,544,691
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255,121
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626,525
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Item 8.01.
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Other
Events.
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The
Company has entered into a Continuous Offering Program Agreement, dated as of
September 3, 2010, with Rodman & Renshaw, LLC, under which the Company may
sell up to an aggregate of 2,000,000 shares of its common stock from time to
time through Rodman & Renshaw, LLC, as its agent for the offer and sale of
the common stock. The Company is not obligated to sell any or all of the shares
of common stock. Consistent with the instructions that may be delivered from
time to time by the Company, Rodman and Renshaw, LLC may sell the common stock
(i) in “at the market” offerings as defined in Rule 415 of the Securities Act,
including sales made directly on the NASDAQ Capital Market, the existing trading
market for the common stock, or on any other available market, or sales made to
or through a market maker, and/or (ii) in privately negotiated transactions,
subject to the Company’s prior approval.
The
common stock is to be sold on a daily basis or otherwise as shall be agreed to
by the Company and Rodman & Renshaw, LLC on any day that (i) is a trading
day for the NASDAQ Capital Market, (ii) the Company has instructed Rodman &
Renshaw to make such sales, and (iii) the Company has satisfied the customary
closing conditions. The Company will designate the maximum number of shares to
be sold by Rodman & Renshaw daily and the minimum price per share at which
such shares may be sold.
Upon
instruction from the Company, and subject to the terms and conditions of the
Continuous Offering Program Agreement, Rodman & Renshaw, LLC has agreed to
use its commercially reasonable efforts, consistent with its normal trading and
sales practices, to sell such shares up to the amount specified on such terms.
The Company will pay Rodman & Renshaw, LLC a commission equal to 2% of the
gross proceeds of the sales price of all common stock sold through it as sales
agent under the Continuous Offering Program Agreement. The Company has also
agreed to reimburse certain of Rodman & Renshaw’s legal fees and other
expenses, in the amount of $50,000, payable upon the first sale of shares
pursuant to the Continuous Offering Program Agreement. Additionally, Rodman
& Renshaw, LLC shall have the right to act as co-manager of any public
offering of securities or co-placement agent of any private placement of equity
or equity-linked securities (excluding warrants issued in conjunction with any
non-convertible debt, equity compensation to officers, directors or consultants,
shares issued upon exercise of warrants or options, shares issued for trade
payable or services, or any transaction with gross proceeds less than $250,000),
until July 31, 2011.
The foregoing description of the Continuous Offering Program
Agreement does not purpose to be complete and is qualified in its entirety by
reference to the full text of the Continuous Offering Program Agreement, filed
as Exhibit 10.1 to this report.
Exhibits
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10.1
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Continuous Offering Program Agreement, dated
September 3, 2010 between Oculus Innovative Sciences, Inc. and
Rodman & Renshaw,
LLC.
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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.
OCULUS
INNOVATIVE SCIENCES, INC.
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Date:
September 17, 2010
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By:
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/s/
Hojabr Alimi
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Hojabr
Alimi
Chairman
of the Board and Chief Executive
Officer
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