Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the proposals voted on at the Annual Meeting, and the final
voting results certified by First Coast on January 5, 2022. The final voting
results on each of the proposals, as reported by First Coast, are as follows:
Proposal 1: Election of two directors to serve as Class A directors on the Board
to serve until the 2024 annual meeting of stockholders or until successors have
been duly elected and qualified.
For Withhold Broker Non-Votes
Raphael Hofstein, Ph.D. 7,031,321 83,753 -
David S. Battleman, M.D. 7,031,640 83,434 -
Mordechai Saar Hacham 8,276,505 189,999 -
Joshua Levine 8,276,338 190,166 -
Proposal 2: Ratification of the appointment of Citrin Cooperman & Company, LLP
as the Company's independent registered public accounting firm for the 2021
fiscal year.
For Against Abstain Broker Non-Votes
7,923,146 8,408,089 8,736 -
Item 8.01 Other Events
On January 3, 2022, Ira Scott Greenspan, Robert Gibson and Joshua Lamstein filed
a Verified Complaint pursuant to Section 225 of the Delaware General Corporation
Law challenging the results of the Annual Meeting, on the basis that, among
other things, (i) Morris Laster, Gabriella Laster, Sara Laster and Chen Laster
(collectively the "Lasters") improperly voted six million shares of the
Company's common stock at the Annual Meeting (the "Disputed Shares") because the
Lasters do not own the Disputed Shares over which the Lasters improperly and
incorrectly claimed ownership, and (ii) the Lasters would have not succeeded at
the Annual Meeting but for the fact they improperly voted the Disputed Shares
given that an overwhelming majority (more than 90%) of unaffiliated
stockholders' votes were in favor of the incumbent directors. The Lasters' slate
of directors would still have been defeated notwithstanding his vote of 3.5
million shares for which he was given a one-time proxy-i.e., but for the
Lasters' vote of the 2.5 million shares that they do not own and for which they
did not receive a proxy, the incumbent directors would have retained their
seats-thus allowing the votes of the Lasters to dictate the outcome of the
Annual Meeting and contradict the will of the Company's unaffiliated
stockholders.
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