Form 8-K - Current report

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 5, 2024

MoonLake Immunotherapeutics

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39630

98-1711963

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

Dorfstrasse 29

Zug, Switzerland 6300

(Address of principal executive offices, including zip code)

41 415108022

(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:

☐	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
Class A ordinary share, par value $0.0001 per share		MLTX		The Nasdaq Capital Market

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. ☐

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

On Wednesday, June 5, 2024, MoonLake Immunotherapeutics (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “Annual Meeting”). As of the close of business on April 11, 2024, the record date for the Annual Meeting, there were 62,874,637 Class A Ordinary Shares and 995,267 Class C Ordinary Shares entitled to vote at the meeting. At the Annual Meeting, each of the Company’s director nominees was elected, a frequency of one year received the plurality of votes cast on Proposal 4 and the other proposals voted on were approved. The final voting results are set forth below:

	Votes For		Votes Withheld		Broker Non-Votes
Proposal 1. Election of Class II Director Nominees
● Catherine Moukheibir		50,398,781		4,335,564		4,241,512
● Dr. Ramnik Xavier		53,899,047		835,298		4,241,512

Votes
For

Votes
Against

Abstentions

Broker

Non-Votes

Proposal 2. Ratification, by ordinary resolution, of Baker Tilly US, LLP as Independent Auditor

52,568,361

4,220

6,403,276

Votes
For

Votes
Against

Abstentions

Broker

Non-Votes

Proposal 3: Advisory Vote on Executive Compensation

54,721,123

5,234

7,988

4,241,512

1 Year

2 Years

3 Years

Abstentions

Broker

Non-Votes

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

54,203,606

458,962

64,710

7,067

4,241,512

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its shareholders.

SIGNATURE

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.

	MoonLake Immunotherapeutics

Date: June 6, 2024	By:	/s/ Matthias Bodenstedt
		Matthias Bodenstedt Chief Financial Officer

Cover	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity File Number	001-39630
Entity Registrant Name	MoonLake Immunotherapeutics
Entity Central Index Key	0001821586
Entity Tax Identification Number	98-1711963
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Dorfstrasse 29
Entity Address, City or Town	Zug
Entity Address, Country	CH
Entity Address, Postal Zip Code	6300
City Area Code	41
Local Phone Number	415108022
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	MLTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false