Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - IMMUNE PHARMACEUTICALS INC | tv487305_ex99-1.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): February 23, 2018
IMMUNE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36602 | 52-1841431 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 550 Sylvan Avenue, Suite 101, Englewood Cliffs, NJ | 07632 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (201) 464-2677
(Former name or former address, if changed since last report) N/A
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
| Emerging growth company | ¨ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As set forth in our February 21, 2018 current report on Form 8-K, on February 15, 2018, Immune Pharmaceuticals Inc. (the “Company”) held its annual meeting of stockholders on Proposals 1, 2, 3, 5 and 6 of its Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission on January 26, 2018 (“Proxy Statement”). On February 23, 2018, the Company resumed its annual meeting of stockholders, at which time the Company’s stockholders approved Proposal 4 of our Proxy Statement involving the ratification, pursuant to Delaware General Corporation Law sec. 204, of our previously approved reverse stock split (which had been effected in April 2017).
On December 1, 2017, there were 17,904,173 shares of common stock issued and outstanding, of which at least 11,156,087 were represented at the February 23, 2018 meeting, which was sufficient to constitute a quorum.
Set forth below are the final voting results for Proposal No. 4:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 9,004,151 | 1,934,791 | 217,145 | - |
| Item 7.01 | Regulation FD Disclosure. |
On February 26, 2018, the Company issued a press release announcing the results of the Company’s February 23rd annual meeting. The information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | ||
| 99.1 | Press Release, dated February 27, 2018 |
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 thereunto duly authorized.
| IMMUNE PHARMACEUTICALS INC. | |||
| By: | /s/ Elliot M. Maza | ||
| Name: | Elliot M. Maza | ||
| Title: | President and Chief Executive Officer | ||
Date: February 28, 2018