MOSAIC IMMUNOENGINEERING, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On
There is no arrangement or understanding between
In exchange for
In addition, on
2
Item 5.07 Submission of Matters to a Vote of Security Holders.
Majority Stockholders Vote
The Common Stock and Series B Preferred are the only classes of outstanding voting stock of the Company. As ofJune 14, 2021 , there were 7,228,093 shares of common stock ("Common Stock") and 70,000 shares of Series B Convertible Voting Preferred Stock ("Series B Preferred") issued and outstanding. OnJune 14, 2021 , the following holders of shares of the Common Stock, representing 80% of the outstanding voting power of the Company (the "Majority Stockholders"), executed the written consent of the Majority Stockholders approving the below Corporate Actions: Percentage of the Number of Voting Votes Equity that that Voted Number of Voted in in favor Shares of favor of of the Common the Corporate Stock Corporate Actions Title of Class Name of Beneficial Owner held Actions (1)
Common Stock,
Nicole Steinmetz, Ph.D. 1,641,252 1,641,252 20.444%
Steven King 1,641,252 1,641,252 20.444%
Paul Lytle 1,641,252 1,641,252 20.444%
Steven Fiering, Ph.D. 570,870 570,870 7.112%
Jonathan Pokorski, Ph.D. 570,870 570,870 7.112%
Robert Garnick, Ph.D. 356,794 356,794 4.444%
Total 6,422,290 6,422,290 80.00%
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(1) Based on 8,030,879 shares of Common Stock entitled to vote, including the
number of shares of Common Stock entitled to vote under the Series B
Preferred, on an as-converted basis. Each share of the Series B Preferred;
shall (a) convert into 11.46837 shares of Common Stock of the Company, (b)
possess full voting rights, on an as-converted basis, as the Common Stock
of the Company, (c) have no dividend rate, and (d) shall possess certain
anti-dilution protections as defined in the Series B Certificate of
Designations.
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Corporate Actions:
The following nominees for election to the Company's Board of Directors were elected by written consents by the Majority Stockholders.
Name of Director Nominee Votes FOR Votes AGAINST Votes ABSTAIN Steven King 6,422,290 0 0 Robert A. Baffi, Ph.D. 6,422,290 0 0 Gloria H. Felcyn 6,422,290 0 0 Robert Garnick, Ph.D. 6,422,290 0 0 Carlton M. Johnson, Jr. 6,422,290 0 0 Paul Lytle 6,422,290 0 0 Nicole Steinmetz, Ph.D. 6,422,290 0 0
Pursuant to the same written consent, the Majority Stockholders approved by written consent the following matters:
Discretionary Authority to Implement a Reverse Stock Split
The Majority Stockholders have approved an amendment to our Amended and Restated
Articles of Incorporation ("Amendment") (in the event it is deemed advisable by
the Board) to effect a Reverse Stock Split of our issued and outstanding shares
of Common Stock at a ratio to be determined in the discretion of our Board and
publicly announced prior to the effectiveness of any Reverse Stock Split within
the range of one (1) share of our Common Stock for every two (2) to four (4)
shares of our Common Stock. The written consent vote, as of
Written Consent Vote Votes FOR Votes AGAINST Votes ABSTAIN Totals:
6,422,290 0 0
Ratification of Auditors
The Audit Committee of the Board has appointed
Written Consent Vote Votes FOR Votes AGAINST Votes ABSTAIN Totals:
6,422,290 0 0
Item 8.01 Other Information
On
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit Description 99.1 Press release issuedJune 15, 2021 5
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