8-K
filed August 1, 2023, 7:59 PM ET
ticker QCLS
CIK 0001321834
other material
confidence high
sentiment neutral
materiality 0.15
MyMD shareholders approve all proposals at 2023 annual meeting
Q/C TECHNOLOGIES, INC.
- Re-elected six directors: Chapman, Eagle, Schreiber, Silverman, Uzonwanne, White.
- Approved reincorporation merger to change state of domicile to Delaware (15,699,321 for).
- Authorized issuance of shares underlying convertible preferred stock and warrants (15,753,076 for).
- Ratified Morison Cogen LLP as auditor for FY 2023 (28,724,777 for).
- Advisory approval of named executive officer compensation (16,015,758 for).
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Q/C TECHNOLOGIES, INC. shareholders approved Authorization, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated February 21, 2023, by at the 2023-07-31 meeting.
- Outcome
- passed
- Meeting
- 2023-07-31
Exact text from the filing
(3) Authorization, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated February 21, 2023, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the Company’s common stock outstanding immediately prior to the issuance of such convertible preferred stock and warrants (including upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants): Votes Non-Votes 15,753,076 883,582 145,569 12,219,051
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Q/C TECHNOLOGIES, INC. shareholders approved Approval of the Agreement and Plan of Merger between the Company and its wholly-owned Delaware subsidiary, MyMD Pharmaceuticals, Inc., pursuant to which the Company will merge with and into MyMD Delaware for the sole purpose of changing the Company’s state of domicile, including the approval of the at the 2023-07-31 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-07-31
Exact text from the filing
(2) Approval of the Agreement and Plan of Merger (the “Plan of Merger”) between the Company and its wholly-owned Delaware subsidiary, MyMD Pharmaceuticals, Inc. (“MyMD Delaware”), pursuant to which the Company will merge with and into MyMD Delaware for the sole purpose of changing the Company’s state of domicile, including the approval of the Certificate of Incorporation of MyMD Delaware (the “Reincorporation Proposal”): Votes Non-Votes 15,699,321 1,026,077 56,829 12,219,051
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Q/C TECHNOLOGIES, INC. shareholders approved Ratification of the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-07-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-07-31
Exact text from the filing
(4) Ratification of the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Votes Abstaining 28,724,777 208,334 68,167
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Q/C TECHNOLOGIES, INC. shareholders approved Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers at the 2023-07-31 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-31
Exact text from the filing
(5) Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers: Votes Non-Votes 16,015,758 640,968 125,501 12,219,051
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Q/C TECHNOLOGIES, INC. shareholders approved Election of six (6) directors to hold office for a one year term and until their successors are elected and qualified or until their earlier incapacity, removal or resignation at the 2023-07-31 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-07-31
Exact text from the filing
(1) Election of six (6) directors to hold office for a one year term and until their successors are elected and qualified or until their earlier incapacity, removal or resignation: Nominee Votes Withheld Broker Non-Votes Chris Chapman 16,342,788 439,439 12,219,051 Craig Eagle 14,772,763 2,009,464 12,219,051 Christopher C. Schreiber 16,350,050 432,177 12,219,051 Joshua Silverman 15,566,045 1,216,182 12,219,051 Jude Uzonwanne 14,413,848 2,368,379 12,219,051 Bill J. White 16,490,668 291,559 12,219,051
View on SEC.gov
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