Current Report Filing (8-k)
18 6월 2021 - 5:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 15, 2021
Aileron Therapeutics, Inc.
(Exact Name of Company as Specified in Charter)
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Delaware
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001-38130
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13-4196017
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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285 Summer Street, Suite 101
Boston, MA
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02210
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(617) 995-0900
Not applicable
(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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange on
which registered
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Common Stock, $0.001 par value per share
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ALRN
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company 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. ☒
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On June 15, 2021, Aileron Therapeutics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) at
which the Company’s stockholders approved the Aileron Therapeutics, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) which had previously been approved by the Board of Directors of the Company, subject to stockholder approval.
A description of the material terms and conditions of the 2021 Plan is set forth in “Proposal
3: Approval of 2021 Stock Incentive Plan” of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2021, and is incorporated herein by reference. A complete copy of
the 2021 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate
of Amendment”) to increase the number of authorized shares of the Company’s common stock from 150,000,000 shares to 300,000,000 shares. The additional shares of common stock authorized by the Certificate of Amendment have rights identical
to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 16, 2021.
This summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate
of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 15, 2021, the Company held its Annual Meeting to consider and vote upon the matters listed below. The following is a summary of the matters voted
on at that meeting.
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(a)
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The stockholders of the Company elected Jeffrey A. Bailey and Jodie P. Morrison as Class I directors for a
three-year term expiring at the annual meeting of stockholders to be held in 2024. The results of the stockholders’ vote with respect to such matter were as follows:
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Name
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For
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Withheld
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Broker
Non-Votes
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Jeffrey A. Bailey
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34,871,045
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1,402,787
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21,524,472
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Jodie P. Morrison
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34,953,516
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1,320,316
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21,524,472
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(b)
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The stockholders of the Company approved an amendment to the Company’s Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares. The results of the stockholders’ vote with respect to such matter were as follows:
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For
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Against
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Abstain
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55,870,814
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1,546,962
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380,528
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(c)
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The stockholders of the Company approved the Aileron Therapeutics, Inc. 2021 Stock Incentive Plan. The results
of the stockholders’ vote with respect to such matter were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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31,937,478
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4,210,849
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125,505
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21,524,472
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(d)
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The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders’ vote with respect to such matter were as follows:
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For
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Against
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Abstain
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57,626,598
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141,963
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29,743
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Aileron Therapeutics, Inc.
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Date: June 17, 2021
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By:
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/s/ Richard J. Wanstall
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Richard J. Wanstall
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Chief Financial Officer
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Aileron Therapeutics (NASDAQ:ALRN)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Aileron Therapeutics (NASDAQ:ALRN)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
