8-K/A
filed April 3, 2023, 7:59 PM ET
ticker OTLK
CIK 0001649989
other material
confidence high
sentiment neutral
materiality 0.40
Outlook Therapeutics amends charter to 425M shares; corrects shareholder vote totals
Outlook Therapeutics, Inc.
- Charter amendment approved: 149,648,555 for, 6,186,516 against, 313,654 abstentions.
- Three Class I directors elected: Yezan Haddadin, Kurt J. Hilzinger, Faisal G. Sukhtian to serve until 2026.
- Stockholders approved potential issuance >19.99% of common upon conversion of convertible note at below Nasdaq minimum price.
- KPMG ratified as auditor for FY ending September 30, 2023; advisory vote on executive compensation passed.
- Filing amends prior 8-K to correct previously reported voting results.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Outlook Therapeutics, Inc.: Increased authorized common stock from 325,000,000 to 425,000,000 shares (effective 2023-03-29).
- Change
- charter amendment
- Effective
- 2023-03-29
Exact text from the filing
The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on March 29, 2023 and was effective as of such date.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Non-binding advisory vote on compensation of named executive officers at the 2023-03-29 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 5. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 149,547,132 6,158,044 443,549 57,646,435
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Amendment to increase authorized common stock from 325,000,000 to 425,000,000 shares at the 2023-03-29 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 2. Stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 325,000,000 shares to 425,000,000 shares. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 149,648,555 6,186,516 313,654 57,646,435
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Election of Class I directors at the 2023-03-29 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 1. Stockholders elected each of the following nominees to serve as Class I directors on the Company’s Board of Directors (the “Board”) until the Company’s 2026 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. The voting results for such nominees were as follows: Director Name Votes For Votes Withheld Broker Non- Votes Yezan Haddadin 154,190,768 1,957,957 57,646,435 Kurt J. Hilzinger 154,253,585 1,895,140 57,646,435 Faisal G. Sukhtian 153,447,079 2,701,646 57,646,435
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Approval of potential issuance in excess of 19.99% of outstanding common stock upon conversion of convertible note at less than minimum price under Nasdaq Listing Rule 5635 at the 2023-03-29 meeting.
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 3. Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding common stock upon the conversion of an outstanding convertible note at less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 150,990,564 4,744,516 413,645 57,646,435
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Ratification of KPMG, LLP as independent registered public accounting firm for fiscal year ending September 30, 2023 at the 2023-03-29 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 4. Stockholders ratified the selection by the Audit Committee of the Board of KPMG, LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2023. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 213,073,357 413,007 308,796 N/A
View on SEC.gov
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