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): June 18, 2020

 

LIQUIDIA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
     
     
Delaware 001-38601 20-1926605

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

     
   
419 Davis Drive, Suite 100, Morrisville, North Carolina 27560
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (919) 328-4400

 

(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 (see General Instruction A.2. below):

 

¨ 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 LQDA Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x

 

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. x

 

 

 

 

 

 

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

 

On June 18, 2020, Liquidia Technologies, Inc., a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following matters were submitted to a vote of stockholders:

 

1.The election of three (3) Class II directors to serve until the Company’s 2023 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;
2.The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock, $0.001 par value per share (“Common Stock”), from 40,000,000 shares to 60,000,000 shares (the “Charter Amendment Proposal”);
3.The approval of a stock option exchange program (the “Stock Option Exchange Program Proposal”); and
4.The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

At the close of business on April 24, 2020, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 28,371,746 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 25,429,669 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.

 

At the Annual Meeting, the three Class II directors were elected, Charter Amendment Proposal and the Stock Option Exchange Program Proposal were approved, and the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2020 was ratified.

 

Proposal No. 1— Election of Class II Directors

 

The vote with respect to the election of Class II directors was as follows:

 

Nominees  For   Withheld   Broker Non-
Votes
 
Katherine Rielly-Gauvin   18,880,767    39,120    6,509,782 
Dr. Seth Rudnick   18,029,571    890,316    6,509,782 
Raman Singh   18,418,225    501,662    6,509,782 

 

Proposal No. 2 — Approval of the Charter Amendment Proposal

 

The vote with respect to the Charter Amendment Proposal was as follows:

 

For   Against   Abstain 
 25,023,939    389,591    16,139 

 

Proposal No. 3 — Approval of the Stock Option Exchange Program Proposal

 

The vote with respect to the Stock Option Exchange Program Proposal was as follows:

 

For   Against   Abstain   Broker Non-
Votes
 
 15,434,187    3,479,903    5,797    6,509,782 

 

 

Proposal No. 4 — Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The vote with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was as follows:

 

For   Against   Abstain 
 25,406,734    19,182    3,753 

 

 

 

 

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.

 

June 19, 2020 Liquidia Technologies, Inc.
   
   
  By: /s/ Richard D. Katz, M.D.
    Name: Richard D. Katz, M.D.
    Title: Chief Financial Officer