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 11,
2020
MONOPAR
THERAPEUTICS INC.
(Exact name of registrant as specified in
its charter)
|
Delaware
|
|
001-39070
|
|
32-046378
|
|
(State or other
jurisdiction of incorporation)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
|
1000
Skokie Blvd., Suite 350, Wilmette,
IL
|
|
|
|
60091
|
|
(Address of
principal executive offices)
|
|
|
|
(Zip
Code)
|
(847)
388-0349
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
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
|
|
MNPR
|
|
The
Nasdaq Stock Market LLC
(Nasdaq Capital Market)
|
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Approval of 2016 Stock Incentive Plan, as Amended
On June 11, 2020, at the 2020
Annual Meeting of Stockholders (the “Annual
Meeting”) of Monopar
Therapeutics Inc. (the “Company”),
the Company’s stockholders approved the amendment to the
Company’s 2016 Stock Incentive Plan (the
“Amended 2016
Plan”), to add an
additional 1,500,000 shares to the number of shares of common stock
authorized for issuance under the Amended 2016 Plan.
The Amended 2016 Plan previously
had been approved, subject to stockholder approval, by the Board of
Directors of the Company (the “Board”).
The Amended 2016 Plan became effective immediately upon stockholder
approval at the Annual Meeting.
A more detailed summary of the
material features of the Amended 2016 Plan is set forth in the
Company’s definitive proxy statement for the Annual Meeting
filed with the Securities and Exchange Commission on April 29,
2020 (the “Proxy
Statement”). That summary
and the foregoing description are qualified in their entirety by
reference to the text of the Amended 2016 Plan, which is attached
as Appendix A to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On June
11, 2020, Monopar Therapeutics, Inc. (the “Company”)
held its 2020 annual meeting of stockholders. A total of
10,622,822.614 shares of the Company’s common stock were
entitled to vote as of April 15, 2020, the record date for the 2020
annual meeting, of which 9,678,241.828 shares were represented in
person or by proxy at the 2020 annual meeting. At the 2020 annual
meeting, the stockholders of the Company voted on the following
proposals:
(1) the
election of six directors, to serve as directors until the
Company’s next annual meeting of stockholders or until their
respective successors are duly elected and qualified;
(2) the
ratification of the selection of BPM LLP as the Company’s
independent registered public accounting firm for the year ending
December 31, 2020; and
(3) to
approve an amendment to the 2016 Stock Incentive Plan to increase
the authorized shares of common stock available for awards
thereunder.
Proposal 1 – Election of Directors
At the
2020 annual meeting, the voting results with respect to the
proposal for the election of directors, included in the
Company’s Proxy Statement on Schedule 14A for the annual
meeting of stockholders, were as follows:
|
Director
|
|
|
|
|
Christopher M.
Starr, Ph.D.
|
8,850,982.828
|
551
|
826,708
|
|
Chandler D.
Robinson, MD MBA MSc
|
8,850,982.828
|
551
|
826,708
|
|
Andrew P. Mazar,
Ph.D.
|
8,850,982.828
|
551
|
826,708
|
|
Michael J. Brown,
MSc
|
8,797,411.828
|
54,122
|
826,708
|
|
Raymond W.
Anderson, MBA
|
8,850,782.828
|
751
|
826,708
|
|
Arthur J. Klausner,
MBA
|
8,847,118.828
|
4,415
|
826,708
|
Proposal 2 – Ratification of Selection of Independent
Registered Public Accounting Firm
The
voting results with respect to the proposal to ratify the selection
of BPM LLP to serve as the Company’s independent registered
public accountant for the year ending December 31, 2020 were as
follows:
|
For
|
|
|
|
|
9,675,509.828
|
1,544
|
1,188
|
N/A
|
Accordingly, the
Company stockholders ratified the selection of BPM LLP to serve as
the Company’s independent registered public accountant for
the year ending December 31, 2020.
Proposal 3 – Approve an Amendment to the 2016 Stock Incentive
Plan
The voting results with respect to the proposal to
approve an amendment to the 2016 Stock Incentive Plan to increase
the authorized shares of common stock available for awards
thereunder were as follows:
|
For
|
|
|
|
|
8,797,983.828
|
52,650
|
900
|
826,708
|
Accordingly, the
Company stockholders approved an amendment to the 2016 Stock
Incentive Plan to increase the authorized shares of common stock
available for awards thereunder.
No
other matters were submitted to a vote of stockholders at the 2020
annual meeting.
SIGNATURE
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.
|
|
Monopar
Therapeutics Inc.
|
|
|
|
|
|
|
|
Date: June 15,
2020
|
By:
|
/s/
Kim
R. Tsuchimoto
|
|
|
|
|
Name: Kim
R. Tsuchimoto
|
|
|
|
|
Title:
Chief
Financial Officer, Secretary and Treasurer
|
|