Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 11, 2020, AzurRx BioPharma, Inc. (the "Company") held its Annual
Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the
Annual Meeting were: (1) the election of directors, (2) the approval of the
issuance of more than 20% of shares of common stock, par value $0.0001 per share
(the "Common Stock") pursuant to a private placement (the "Private Placement")
and related exchange transaction (the "Exchange"), for purposes of Nasdaq
listing Rule 5635(d), (3) the approval of the issuance of shares of Common Stock
to certain officers and directors in the Private Placement and the Exchange, for
purposes of Nasdaq Listing Rule 5635(c), (4) the approval of the issuance of
more than 20% of Common Stock pursuant to a purchase agreement with Lincoln Park
Capital Fund, LLC, for purposes of Nasdaq Listing Rule 5635(d), (5) the approval
of the AzurRx BioPharma, Inc. 2020 Omnibus Equity Incentive Plan, (6) the
ratification of the appointment of Mazars USA LLP as the Company's independent
registered public accounting firm for the Company's fiscal year ending December
31, 2020 and (7) the approval of the adjournment of the Annual Meeting to the
extent there are insufficient proxies at the Annual Meeting to approve any one
or more of the foregoing proposals. The final voting results were as follows:
1.
The election of each of Edward J. Borkowski, Charles J. Casamento, Alastair
Riddell, Vern L. Schramm, James Sapirstein and Gregory Oakes as directors to
hold office for a term of one year, until his or her successor is duly elected
and qualified or he or she is otherwise unable to complete his or her term.
The votes were cast for this matter as follows:
Nominees Votes For Votes Withheld Broker Non-Votes
Edward J. Borkowski 8,158,757 4,921,719 9,250,263
Charles J. Casamento 8,937,842 4,142,634 9,250,263
Alastair Riddell 9,631,714 3,448,762 9,250,263
Vern L. Schramm 10,975,291 2,105,185 9,250,263
James Sapirstein 10,539,737 2,540,739 9,250,263
Gregory Oakes 10,609,262 2,471,214 9,250,263
2.
The proposal to approve the issuance of more than 20% of the Common Stock
pursuant to the Private Placement and the Exchange, for purposes of Nasdaq
Listing Rule 5635(d), was approved based upon the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
12,131,484 857,884 91,108 9,250,263
3.
The proposal to approve the issuance of shares of Common Stock to certain
officers and directors in the Private Placement and the Exchange, for purposes
of Nasdaq Listing Rule 5635(c), was approved based upon the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
9,123,631 3,751,966 204,879 9,250,263
4.
The proposal to approve the issuance of more than 20% of the Company Stock
pursuant to a purchase agreement with Lincoln Park Capital Fund, LLC, for
purposes of Nasdaq Listing Rule 5635(d), was approved based upon the following
votes:
Votes For Votes Against Abstentions Broker Non-Votes
11,883,323 1,023,696 173,457 9,250,263
5.
The proposal approve the AzurRx BioPharma, Inc. 2020 Omnibus Equity Incentive
Plan was approved based upon the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
7,867,110 4,940,712 272,654 9,250,263
6.
The proposal to ratify the appointment of Mazars USA LLP as the Company's
independent registered public accounting firm for the Company's fiscal year
ending December 31, 2020 was approved based upon the following votes:
Votes For Votes Against Abstentions
21,836,065 380,991 113,683
7.
The proposal to approve the adjournment of the Annual Meeting to the extent that
there are insufficient proxies at the Annual Meeting to approve any one or more
of the foregoing proposals was approved based upon the following votes:
Votes For Votes Against Abstentions
18,639,167 3,380,217 311,355
Item 8.01 Other Events.
Upon the stockholder approval of Proposals No. 2 and 3 on September 11, 2020, an
aggregate of 2,912.583005 shares of Series B Convertible Preferred Stock,
initially convertible into an aggregate of 29,125,756 shares of Common Stock,
warrants to purchase an aggregate of 14,562,826 shares of Common Stock, exchange
warrants to purchase up to an aggregate of 1,772,937 shares of Common Stock and
placement agent warrants to purchase up to an aggregate of 1,382,902 shares of
Common Stock are now convertible and exercisable, respectively. Accordingly, the
Series B Convertible Preferred Stock is no longer subject to redemption.
For more information on the Private Placement, the Exchange and the terms of the
Series B Convertible Preferred Stock, please see the Company's definitive proxy
statement filed with the Securities and Exchange Commission on August 8, 2020
and the Company's Form 8-K filed with the Securities and Exchange Commission on
July 20, 2020.
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