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Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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 |
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 Corporations 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 |