Attached files
| file | filename |
|---|---|
| EX-10.1 - CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN - Celcuity Inc. | celc_ex101.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): May 14,
2020
Celcuity Inc.
(Exact name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
Delaware
|
|
001-38207
|
|
82-2863566
|
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer Identification
No.)
|
16305 36th Avenue North; Suite 100
Minneapolis, Minnesota 55446
(Address of Principal Executive Offices and Zip Code)
(763) 392-0767
(Registrant’s telephone number, including area
code)
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
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))
|
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
Trading
Symbol(s)
|
Name of
each exchange on which registered
|
|
Common
Stock, $0.001 par value per share
|
CELC
|
The
Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in as defined in [sic] 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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On May
14, 2020, Celcuity Inc. (the “Company”) held its 2020
Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders (the
“Stockholders”) approved the Amended and Restated 2017
Stock Incentive Plan (the “A&R 2017
Plan”).
A
description of the material terms of the A&R 2017 Plan is set
forth in the Company’s definitive proxy statement relating to
the Annual Meeting filed with the Securities and Exchange
Commission on March 31, 2020. The A&R 2017 Plan is attached
hereto as Exhibit 10.1 and incorporated by reference
herein.
Item
5.07
Submission
of Matters to a Vote of Security Holders.
1.
Stockholders
elected six nominees to the Company’s Board of Directors to
hold office until the next annual meeting or until their successors
are elected and qualified;
2.
Stockholders
ratified the appointment of Boulay PLLP as the Company's
independent registered public accounting firm for the fiscal year
ending December 31, 2020;
3.
Stockholders
approved, on a non-binding and advisory basis, the compensation of
the Company’s named executive officers; and
4.
Stockholders
approved the A&R 2017 Plan.
The
voting results for each such matter were as follows:
1.
Election of
directors:
|
Nominee:
|
For:
|
Withheld:
|
Broker
Non-Votes:
|
|
Richard
E. Buller
|
6,639,269
|
237,998
|
2,077,461
|
|
David
F. Dalvey
|
5,983,760
|
893,507
|
2,077,461
|
|
Leo T.
Furcht
|
6,153,254
|
724,013
|
2,077,461
|
|
Lance
G. Laing
|
6,630,513
|
246,754
|
2,077,461
|
|
Richard
J. Nigon
|
6,067,522
|
809,745
|
2,077,461
|
|
Brian
F. Sullivan
|
6,693,814
|
183,453
|
2,077,461
|
2.
Ratification of the
appointment of Boulay PLLP as the Company's independent registered
public accounting firm for the fiscal year ending December 31,
2020:
|
For:
|
Against:
|
Abstain:
|
Broker
Non-Votes:
|
|
8,923,816
|
22,046
|
8,866
|
0
|
3.
Approval, on a
non-binding and advisory basis, of the Company’s named
executive officer compensation:
|
For:
|
Against:
|
Abstain:
|
Broker
Non-Votes:
|
|
6,830,394
|
39,624
|
7,249
|
2,077,461
|
4.
Approval of the
A&R 2017 Plan:
|
For:
|
Against:
|
Abstain:
|
Broker
Non-Votes:
|
|
5,595,351
|
1,277,766
|
4,150
|
2,077,461
|
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
Celcuity Inc.
Amended and Restated 2017 Stock Incentive Plan.
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.
|
|
CELCUITY
INC.
|
|
|
|
|
|
|
|
|
Date:
May 15,
2020
|
By:
|
/s/ Brian F.
Sullivan
|
|
|
|
|
Brian F.
Sullivan
|
|
|
|
|
Chairman and Chief
Executive Officer
|
|