8-K
false 0001566373 0001566373 2022-06-16 2022-06-16

 

 

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 16, 2022

 

 

F-STAR THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37718   52-2386345

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Eddeva B920 Babraham Research Campus
Cambridge, United Kingdom
CB22 3AT
(Address of principal executive offices)

+44-1223-497400

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)

 

(Name of each exchange

on which registered)

Common stock, $0.0001 par value   FSTX  

The Nasdaq Stock Market

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On June 16, 2022, F-star Therapeutics, Inc. (“F-star”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (1) elected each of Pamela Klein, M.D. and Geoffrey Race to F-star’s Board of Directors as a Class I director for a term of three years to serve until the 2025 annual meeting of stockholders and until her or his successor is elected and qualified or until her or his earlier death, resignation or removal (“Election of Directors”); (2) approved, on a non-binding, advisory basis, the compensation of F-star’s named executive officers, as described in F-star’s definitive proxy statement on Schedule 14A (“Proxy Statement”), filed with the Securities and Exchange Commission (“SEC”) on April 22, 2022 (“Say-on-Pay”); (3) approved, on a non-binding, advisory basis, that F-star should hold an advisory vote on the compensation of F-star’s named executive officers at a frequency of every year (“Frequency-on-Pay”) ; and (4) ratified the appointment of RSM US LLP as F-star’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Auditor Ratification”). A more complete description of each of these matters is set forth in F-star’s Proxy Statement.

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing matters are set forth below.

 

1.

Election of Directors

 

Nominee

   Shares
Voted For
   Shares
Voted to

Withhold
Authority
   Broker
Nonvotes

Pamela Klein, M.D.

   6,919,719    3,540,744    4,090,309

Geoffrey Race

   10,304,795    155,668    4,090,309

2. Say-on-Pay

 

Shares

Voted For

 

Shares Voted

Against

 

Shares

Abstaining

 

Broker

Nonvotes

10,267,792   159,931   32,740   4,090,309

3. Frequency-on-Pay

 

Shares

Voted For A Frequency of

One Year

 

Shares

Voted For A

Frequency of

Two Years

 

Shares

Voted For A

Frequency of

Three Years

 

Shares

Abstaining

 

Broker

Nonvotes

9,894,236   407,759   94,602   63,866   4,090,309

4. Auditor Ratification

 

Shares

Voted For

 

Shares Voted

Against

 

Shares

Abstaining

 

Broker

Nonvotes

14,460,066   73,247   17,459   0


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.

 

      F-STAR THERAPEUTICS, INC.
Date: June 16, 2022      

/s/ Darlene Deptula-Hicks

      Name: Darlene Deptula-Hicks
      Title: Chief Financial Officer