8-K
Savara Inc false 0001160308 --12-31 0001160308 2021-06-10 2021-06-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 10, 2021

 

 

SAVARA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32157   84-1318182

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6836 Bee Cave Road, Building III, Suite 200

Austin, TX 78746

(Address of principal executive offices, including zip code)

(512) 614-1848

(Registrant’s telephone number, including area code)

N/A

(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 of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

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 $0.001 per share   SVRA   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

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. ☐

 

 

 


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

On June 10, 2021, the stockholders of Savara Inc. (“Savara”) approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of Savara from 200,000,000 to 300,000,000 (the “Amendment”). We filed the Amendment on June 10, 2021 with the Secretary of State of the State of Delaware, and the Amendment became effective upon filing.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

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

At the Savara annual meeting of stockholders held on June 10, 2021 (the “Annual Meeting”), our stockholders elected each of the following individuals to serve on the Board of Directors until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.

 

Nominees

   Votes For    Votes Against    Abstentions    Broker Non Votes

Matthew Pauls

   72,045,741    713,356    4,745,492    14,157,458

Nevan Elam

   72,020,983    738,576    4,745,030    14,157,458

Richard J. Hawkins

   60,955,534    11,803,330    4,745,725    14,157,458

Joseph S. McCracken

   67,657,695    5,101,972    4,744,922    14,157,458

David A. Ramsay

   72,368,075    392,649    4,743,865    14,157,458

Ricky Sun

   71,953,082    807,309    4,744,198    14,157,458

An van Es-Johansson

   72,028,204    730,535    4,745,850    14,157,458

In addition, the following proposals were voted on at the Annual Meeting:

 

1.

Proposal to approve the amendment of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 200,000,000 to 300,000,000.

 

Votes For   Votes Against   Abstentions   Broker Non Votes
82,967,446   3,711,571   4,983,030   —  

 

2.

Proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

Votes For   Votes Against   Abstentions   Broker Non Votes
86,374,021   235,431   5,052,595   —  


3.

Proposal to approve, on an advisory basis, the compensation of our named executives.

 

Votes For   Votes Against   Abstentions   Broker Non Votes
68,043,483   4,597,672   4,863,434   14,157,458

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.    Description
3.1    Savara Inc. Certificate of Amendment to Amended and Restated Certificate of Incorporation
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

    Date: June 14, 2021       SAVARA INC.
a Delaware corporation
    By:  

/s/ Dave Lowrance

     

Dave Lowrance

Chief Financial Officer

EX-3.1

Exhibit 3.1

SAVARA INC.

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Savara Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that:

1.    The name of the Corporation is Savara Inc.

2.    The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 1, 1995 under the name Victoria Enterprises, Inc. The Corporation’s current Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware under the name Mast Therapeutics, Inc. on April 27, 2017 and amended on June 4, 2018.

3.    Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment of the Amended and Restated Certificate of Incorporation amends Section (A) of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:

“(A) Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Three Hundred One Million shares (301,000,000), each with a par value of $0.001 per share. Three Hundred Million (300,000,000) shares shall be Common Stock, and One Million (1,000,000) shares shall be Preferred Stock.”

4.    This Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been duly adopted by the board of directors and stockholders of this corporation in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of the 10th day of June, 2021.

 

SAVARA INC.

/s/ Matthew Pauls

Name:   Matthew Pauls
Title:   Chief Executive Officer