Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the
On
A detailed summary of the amendment to the Plan is set forth in our Definitive
Proxy Statement on Schedule 14A for the Special Meeting filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the holders of 9,931,549 shares of our Common Stock, or approximately 70.78% of our outstanding shares of Common Stock, were present at the Special Meeting or represented by proxy and, therefore, a quorum was present. At the Special Meeting, our stockholders considered three proposals, which are described briefly below and in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.
Proposal 1 - Board Authorization to Effect a Reverse Stock Split
Our stockholders voted to authorize our board of directors (the "Board") to
effect one reverse stock split of our outstanding shares of Common Stock, at any
ratio between 1-for-1.5 and 1-for-20, at such time as our Board shall determine,
in its sole discretion, before
Shares Voted For Shares Voted Against Abstentions 9,038,788 886,496 6,264
Proposal 2 - Approval of Amendment to the
Our stockholders voted to approve an amendment to our Plan to increase the total number of shares of Common Stock authorized for issuance thereunder from 1,000,000 shares of Common Stock to an aggregate of 2,500,000 shares of Common Stock by the following votes:
Shares Voted For Shares Voted Against Abstentions 7,678,240 314,493 42,674
Proposal 3 - Approval of an Adjournment of the Special Meeting, if Necessary, to Solicit Additional Proxies
Our stockholders voted to approve an adjournment of the Special Meeting, in the event that there were insufficient votes to approve Proposal No. 1 or Proposal No. 2, to allow the Board to solicit additional proxies in favor of Proposal No. 1 or Proposal No. 2 by the following votes:
Shares Voted For Shares Voted Against Abstentions
9,075,806 818,051 37,691
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit Number Description 10.1 Amendment to theSynaptogenix, Inc. 2020 Equity Incentive Plan.
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