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): August 10, 2020 (August 7, 2020)

 

 

 

Seneca Biopharma, Inc.

(Exact name of registrant as specified in Charter)

 

 

Delaware   001-33672   52-2007292

(State or other jurisdiction of

incorporation or organization)

  (Commission File No.)   (IRS Employee Identification No.)

 

20271 Goldenrod Lane, 2 nd Floor, Germantown, Maryland 20876

(Address of Principal Executive Offices)

 

(301) 366-4960

(Issuer Telephone number)

 

 

  

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))
     
         

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. [   ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class   Trading Symbol   Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share   SNCA   NASDAQ Capital Market

 

 

Item 5.07Submission of Matters to a Vote of Security Holders


On August 7, 2020, Seneca Biopharma, Inc. (“Company”) held its 2020 Annual Meeting (“Annual Meeting”) at 2:00 p.m. EDT. The Annual Meeting was held virtually. Only stockholders of record as of the close of business on June 19, 2020 (“Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 17,295,703 shares of the Company’s common stock were issued, outstanding and entitled to vote, of which 11,744,600 shares were represented, in person or by proxy, and constituted a quorum for purposes of the Annual Meeting. The final results of the stockholder vote on each proposal brought before the meeting were as follows: 

(a) Proposal 1. The following individuals were elected as the Class III Directors to serve for a three-year term expiring at the 2023 Annual Meeting based upon the following votes:

      Broker
Nominee Votes For Votes Withheld Non-Votes
Kenneth Carter, PhD 5,062,968 658,174 6,023,458
Cristina Csimma, PharmD, MHP 4,114,266 1,606,876 6,023,458

 

(b) Proposal 2. The ratification of Dixon Hughes Goodman, the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified based upon the following votes:

      Broker
Votes For Votes Against Abstentions Non-Votes
10,704,486 612,103 428,011 0

 

(c) Proposal 3. The ratification of the filing and effectiveness of the amendment to the Company’s amended and restated certificate of incorporation that was filed with the Secretary of State of the State of Delaware on July 10, 2019, and the effectiveness of the 1-for-20 reverse stock split effected thereby on July 17, 2019 – As disclosed under Item 8.01 below, incorporated herein by reference, the Annual Meeting was adjourned until September 4, 2020 with respect to Proposal 3.

(d) Proposal 4. The approval of an amendment to the Company’s amended and restated certificate of incorporation to authorized he Board of Directors to effect a reverse split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-2 and not more than 1-for-25 with the Board having the discretion as to whether or not the reverse stock split is to be effected at any time prior to the one (1) year anniversary of the Annual Meeting, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board in its sole discretion – As disclosed under Item 8.01 below, incorporated herein by reference, the Annual Meeting was adjourned until September 4, 2020 with respect to Proposal 4.

(e) Proposal 5. The non-binding advisory vote on executive compensation was approved based upon the following votes:

 

      Broker
Votes For Votes Against Abstentions Non-Votes
2,960,782 2,629,356 131,004 6,023,458

 

(f) Proposal 6. The non-binding advisory vote on the frequency of holding future advisory votes on execution compensation received the following votes:

         
1 Year 2 Years 3 Years

 

Abstentions

 

Broker Non-Votes

2,949,201 237,046 2,167,362 367,533 6,023,458

 

Accordingly, the Board will take these results under advisement.

 

(g) Proposal 7. The adoption of Seneca Biopharma 2020 Equity Incentive Plan – As disclosed under Item 8.01 below, incorporated by reference, the Annual Meeting was adjourned until September 4, 2020 with respect to Proposal 7.

 

 

 

 

Item 7.01Regulation FD Disclosure.

 

A copy of the recording of the Annual Meeting is contained on our website at https://senecabio.com/news-media/events/audio.mp3. The recording can also be accessed through the “Events” section of the “News and Media” tab on our website at www.senecabio.com.

 

Item 8.01Other Events.

 

At the time of the Annual Meeting, there were insufficient votes to pass Proposals 3, 4, and 7 as described above. Upon motion, the Annual Meeting was adjourned until September 4, 2020 with respect to Proposals 3, 4, and 7. Accordingly, as announced at the Annual Meeting, such meeting will reconvene at 2:00 p.m. Eastern Time on September 4, 2020 virtually at https://web.lumiagm.com/273873368. During the period of adjournment, the Company will continue to accept stockholder votes on Proposals 3,4, and 7.

 

On August 10, 2020, we announced the Adjournment of the Annual Meeting with respect to Proposals 4, 5, and 7. A copy of the press release is attached hereto as Exhibit 99.01

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit No.

 

Description

   
99.01   Press Release dated August 10, 2020    

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: August 10, 2020 Seneca Biopharma, Inc.
     
     
    /s/ Kenneth Carter
    By: Kenneth Carter
    Executive Chairman
     

 

 

 

Exhibit 99.01

 

 

 

 

Seneca Biopharma, Inc. Announces Adjournment of Annual Meeting of Stockholders

Limited to the following proposals:

 

·Proposal 3 – To ratify the filing and effectiveness of the amendment to the Company’s amended and restated certificate of incorporation that was filed with the Secretary of State of the State of Delaware on July 10, 2019, and the effectiveness of the 1-for-20 reverse stock split effected thereby on July 17, 2019;

 

·Proposal 4 – To approve an amendment to the Company’s amended and restated certificate of incorporation to authorize the Board of Directors of the Company to effect a reverse split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-2 and not more than 1-for-25, with the Board having the discretion as to whether or not the reverse stock split is to be effected at any time prior to the first anniversary date of the Annual Meeting, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board in its sole discretion; and

 

·Proposal 7 – To approve the Seneca Biopharma 2020 Equity Incentive Plan and the conditional grants made thereunder to date

 

Scheduled to Reconvene September 4, 2020, 2:00 pm Eastern Time

 

GERMANTOWN, Md., August 7, 2020 -- Seneca Biopharma, Inc. (Nasdaq: SNCA), a biopharmaceutical company focused on developing novel treatments for diseases of high unmet medical need, announced that its 2020 Annual Meeting of Stockholders that convened on August 7, 2020 has been adjourned until September 4, 2020 at 2:00 p.m. Eastern Time in order to solicit additional proxies for Proposal 3, Proposal 4, and Proposal 7 as described above. Proposals 1, 2, 5, and 6 are completed and no further voting is necessary. The adjourned meeting will be a completely “virtual” meeting of stockholders, and stockholders will be able to listen and participate in the virtual annual meeting as well as vote during the live webcast of the meeting by visiting https://web.lumiagm.com/273873368 (Please see instructions below).

 

At the Annual Meeting, only 67.90% of outstanding shares participated in the meeting. This is significantly less participation than the 2019 Annual Meeting where approximately 80.5% of shares were represented. The Board believes this may be as a result of COVID-19 and inclement weather on the eastern coast of the United States. Accordingly, the Board determined that reconvening the 2020 Annual Meeting until September 4, 2020 was in the best interests of the Company and its shareholders.

  

The Board of Directors believes approval of Proposal 3 is in the best interests of the Company and its stockholders because there may be some uncertainty as to the effectiveness of the vote obtained at the 2019 Annual Meeting, and ratifying the filing and effectiveness of the amendment to our certificate of incorporation which effected the 1-for-20 reverse stock split and the effectiveness of 1-for-20 reverse stock split itself, pursuant to Section 204 of the DGCL to eliminate any uncertainty regarding their effectiveness. Proposal 3 is described in more detail in the Company’s proxy statement dated June 24, 2020, furnished to stockholders in connection with the 2020 Annual Meeting.

 

We have seen significant stockholder support for Proposal 3. At the time of the meeting, approximately 68.18% of the shares that had been voted on Proposal 3 were voted in its favor. However, the favorable votes were less than the absolute majority of all outstanding shares, which is required for approval of this proposal.

 

The Board of Directors believes approval of Proposal 4 is in the best interests of the Company and its stockholders because the Board believes that a reverse stock split, at the discretion of the Board could (i) improve the marketability and liquidity of the Company’s common stock and (2) the Company may need to effect a reverse stock split in order to comply with Nasdaq Listing Rule 550(a)(2), as the Company’s minimum bird price was below $1.00 for thirty (30) consecutive business days pursuant to a letter received from The Nasdaq Stock Market on March 10, 2020. The Company has until December 10, 2020 to regain compliance through the Company’s common stock having a closing bid price meeting or exceeding $1.00 per share for ten consecutive business days.

 

  

 

We have seen significant stockholder support for Proposal 4. At the time of the meeting, approximately 57.18% of the shares that had been voted on Proposal 4 were voted in its favor. However, the favorable votes were less than the absolute majority of all outstanding shares, which is required for approval of this proposal.

 

The Board of Directors believes approval of Proposal 7 is in the best interests of the Company and its stockholders in order for the Company to attract and retain qualified personnel.

 

We have seen significant stockholder support for Proposal 7. At the time of the meeting, approximately 43.15% of the shares that had been voted on Proposal 7 were voted in its favor. However, the favorable votes were less than the majority of shares present or represented by proxy at the Annual Meeting, which is required for approval of this proposal.

 

The Company encourages any stockholder that has not yet voted its shares on Proposals 3, 4, or 7, or is uncertain if their shares have been voted on any of the foregoing Proposals to contact their broker or bank. The Board of Directors and management respectfully request stockholders as of the record date, June 19, 2020, to please vote their proxies as soon as possible, but no later than September 3, 2020 at 11:59 p.m. (Eastern Time). Stockholders who have previously submitted their proxy or otherwise voted for the annual meeting and who do not want to change their vote need not take any action. For questions relating to the voting of shares or to request additional or misplaced proxy voting materials, please contact the Company’s proxy advisory group at mcarlson@allianceadvisors.com, (866) 619-8915.

 

INSTRUCTIONS TO VOTE

 

As described in the proxy statement, a stockholder may use one of the following simple methods to vote before the September 4, 2020 adjourned meeting with respect to Proposals 3, 4, and 7:

 

·Instructions to Registered Owners of Shares

 

If your shares are registered in your name, then you should have received a proxy card and voting instructions with proxy materials from American Stock Transfer & Trust Company, LLC (“AST”).  If you wish to attend the Annual Meeting, go to https://web.lumiagm.com/273873368 and input the 11-digit control number found on your card previously received.  The password for the meeting is seneca2020. 

 

·Instructions to Beneficial Owners of Shares Registered in the Name of a Broker or Bank

  

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares you should have received a proxy card and voting instructions with proxy materials from that organization rather than directly from AST.

 

If you wish to virtually attend the Annual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Annual Meeting.  Follow the instructions from your broker, bank or other agent included with the proxy materials, or contact your broker, bank or other agent to request a legal proxy form.  

  

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Annual Meeting you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to AST.  Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730.  Written requests can be mailed to:

  

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American Stock Transfer & Trust Company LLC

Attn: Proxy Tabulation Department

6201 15th Avenue

Brooklyn, NY 11219

 

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on August 27, 2020. 

  

You will receive a confirmation of your registration by email after we receive your registration materials. To attend the Annual Meeting, go to https://web.lumiagm.com/273873368  and input the 11-digit control number you received from AST.  The password for the meeting is seneca2020. 

 

Virtual Meeting and Technical Support for accessing and participating in the virtual meeting are available at https://go.lumiglobal.com/faq. You may begin to log into the meeting website at 1:00 p.m., Eastern Time.

About Seneca Biopharma, Inc.

Seneca Biopharma, Inc., is a clinical-stage biopharmaceutical company developing novel treatments for diseases of high unmet medical need. The Company is in the process of transforming the organization through the acquisition or in-licensing of new science and technologies, to develop with the goal of providing meaningful therapies for patients. 

NSI-566 is a stem cell therapy being tested for treatment of paralysis in stroke, ALS, and chronic spinal cord injury (cSCI).

Cautionary Statement Regarding Forward Looking Information:

This news release contains "forward-looking statements" made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and may often be identified by words such as "expect," "anticipate," "intend," "plan," "believe," "seek" or "will." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Specific risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking statements include risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in Seneca's periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (SEC), and in other reports filed with the SEC. We do not assume any obligation to update any forward-looking statements.

Contact:

Hibiscus Bioventures
josh@hibiscusbio.com

 

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