UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                                               

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 13, 2020

 

ANIXA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

000-11254

11-2622630

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

 

 

3150 Almaden Expressway, Suite 250

San Jose, CA

95118

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code:  (408) 708-9808

                                                                                               

(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 to the registrant under any of the following provisions:

      
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      
o    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, par value $0.01 per share

 

ANIX

 

The NASDAQ Stock Market LLC

 

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  o

 

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.  o

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

 

On August 13, 2020, Anixa Biosciences, Inc. (the “Company”) completed its 2020 annual meeting of stockholders (the “Annual Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 23,521,336 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 17,491,948 shares. At the Annual Meeting, the Company’s stockholders (i) re-elected Dr. Amit Kumar, Dr. Arnold Baskies, David Cavalier, Emily Gottschalk, Dr. John Monahan, and Lewis H. Titterton, Jr. as directors, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, (iii) ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020 and (iv) approved an amendment to Article FOURTH of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of common stock from 48,000,000 to 100,000,000. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

 

Proposal No. 1 – Election of directors

 

Dr. Amit Kumar, Dr. Arnold Baskies, David Cavalier, Emily Gottschalk, Dr. John Monahan and Lewis H. Titterton, Jr. were elected to serve until the 2021 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:

 

Nominee

Shares Voted For

Shares Withheld

Broker Non-Vote

Dr. Amit Kumar

8,113,395

206,081

9,172,472

Dr. Arnold Baskies

8,242,514

76,962

9,172,472

David Cavalier

8,242,651

76,825

9,172,472

Emily Gottschalk

8,249,455

70,021

9,172,472

Dr. John Monahan

8,242,474

77,002

9,172,472

Lewis H. Titterton, Jr.

8,246,516

72,960

9,172,472

 

Proposal No. 2 – Approval, by non-binding advisory vote, of the Company’s executive compensation

 

The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows: 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

7,642,807

558,359

118,310

9,172,472

 

Proposal No. 3 – Ratification of the appointment of independent registered public accounting firm

 

The appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020 was ratified. The voting results were as follows: 

 

Shares Voted For

Shares Voted Against

Shares Abstaining

Broker Non-Vote

17,446,149

30,586

15,213

0

  

Proposal No. 4 – Increase of authorized shares of common stock

 

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The amendment to Article FOURTH of the Certificate of Incorporation to increase the number of authorized shares of common stock from 48,000,000 to 100,000,000 was approved. The voting results were as follows: 

 

Shares Voted For

Shares Voted Against

Shares Abstaining

Broker Non-Vote

13,589,302

3,725,832

176,814

0

 

Item 5.03         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

            On August 14, 2020, following receipt of stockholder approval at the Annual Meeting, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 48,000,000 to 100,000,000, effective August 17, 2020.The Certificate of Amendment is attached to this Current Report as Exhibit 3.1.  All descriptions of the Certificate of Amendment herein are qualified in their entirety to the text of Exhibit 3.1 hereto, which is incorporated herein by reference.

 

Item 7.01         Regulation FD Disclosure.

 

            Attached as Exhibit 99.1 to this Current Report is the form of presentation of the Company which was used by management at its Annual Meeting. This presentation may be used by the Company in the future at meetings with investors, analysts or others, in whole or in part and possibly with modifications from time to time.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.             Description

 

3.1                   Certificate of Amendment

99.1                 Corporate Presentation

 

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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.

 

 

 

Dated: August 17, 2020

 

ANIXA BIOSCIENCES, INC.

By: 

/s/ Amit Kumar

Name: Dr. Amit Kumar

Title: President and Chief Executive Officer

 

 

 

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Exhibit 3.1

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF ANIXA BIOSCIENCES, INC.

 

The undersigned, for the purposes of amending the Certificate of Incorporation of Anixa Biosciences, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

 

FIRST: The Board of Directors of the Corporation (the “Board”) duly adopted in accordance with Section 141(f) of the DCGL on May 22, 2020, a resolution proposing and declaring advisable the following amendment to replace Article FOURTH of the Certificate of Incorporation of said Corporation:

 

“FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is one hundred million twenty thousand (100,020,000), of which one hundred million (100,000,000) shall be Common Stock of the par value of $0.01 per share and twenty thousand (20,000) shall be Preferred Stock of the par value of $100 per share. The 20,000 shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such voting powers, full or limited, or no voting powers, designations, preferences and relative participating, optional or other special rights and qualifications and limitations or restrictions as are stated and expressed in the resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors to establish and designate one or more series of Preferred Stock and to fix the relative rights, preferences and limitations of each series, including without limitation:

 

1.    The number of shares to constitute such series and the distinctive designations thereof;

 

2.    The dividend rate to which such shares shall be entitled and the restrictions, limitations and conditions upon the payment of such dividends, whether dividends shall be cumulative, the date or dates from which dividends (if cumulative) shall accumulate and the dates on which dividends (if declared) shall be payable;

 

3.    Whether or not the shares of such series shall be redeemable and, if so, the terms, limitations and restrictions with respect to such redemption, including without limitation the manner of selecting shares for redemption if less than all shares are to be redeemed, and the amount, if any, in addition to any accrued dividends thereon, which the holders of shares of such series shall be entitled to receive upon the redemption thereof, which amount may vary at different redemption dates and may be different with respect to shares redeemed through the operation of any purchase, retirement or sinking fund and with respect to shares otherwise redeemed;

 

4.    The amount in addition to any accrued dividends thereon which the holders of shares of such series shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, which amount may vary at different dates and may vary depending on whether such liquidation, dissolution or winding up is voluntary or involuntary;

 

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5.    Whether or not the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund and, if so, the terms, limitations and restrictions with respect thereto, including without limitation whether such purchase, retirement or sinking fund shall be cumulative or non—cumulative, the extent to and the manner in which such fund shall be applied to the purchase, retirement or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;

 

6.    Whether or not the shares of such series shall have conversion privileges and, if so, prices or rates of conversion and the method, if any, of adjusting the same;

 

7.    The voting powers, if any, of such series; and

 

8.    Any other relative rights, preferences and limitations thereof as shall not be inconsistent with this Article.”

 

SECOND: The holders of a majority of the issued and outstanding voting stock of the Corporation have voted in favor of said amendment at a duly convened meeting of the stockholders of the Corporation.

 

THIRD: The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.

 

FOURTH: The aforesaid amendment shall be effective as of 10:00 A.M. Eastern Time on August 17, 2020.

 

IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed by the undersigned this 14th day of August, 2020.

 

ANIXA BIOSCIENCES, INC.

 

By:_/s/Amit Kumar________________

Name: Dr. Amit Kumar

Title: President and Chief Executive Officer

 

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Exhibit 99.1

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