Current Report Filing (8-k)
14 July 2022 - 6:07AM
Edgar (US Regulatory)
0001872356
false
0001872356
2022-07-12
2022-07-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 12, 2022
AeroClean
Technologies, Inc. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
001-41096 |
|
45-3213164 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification
No.) |
10455 Riverside Dr.
Palm Beach Gardens, FL |
|
33410 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone
number, including area code: (833) 652-5326
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:
¨ |
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
Exchange Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Common
stock, par value $0.01 per share |
|
AERC |
|
The Nasdaq Stock Market LLC |
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 (the “Exchange Act”) (§240.12b-2 of this chapter).
Emerging
growth company x
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory arrangements of Certain Officers.
On July 12, 2022, AeroClean Technologies, Inc.
(the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s
stockholders voted on four proposals (as further described in Item 5.07 herein) including, an amendment to the Company’s 2021 Incentive
Award Plan (the “2021 Plan”), to increase the number of shares reserved for issuance thereunder (the “Plan Amendment”)
from 1,663,916 shares to 3,163,916 shares (this latter number does not take into account any future increases to the share reserve due
to the operation the 2021 Plan’s evergreen provision).
A description of the material terms of the Plan
Amendment is set forth under the heading “Proposal 2: Amendment to the Company’s 2021 Incentive Award Plan” in
the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on June 10, 2022
(the “Proxy Statement”), which description is hereby incorporated by reference.
The foregoing summary is qualified in its entirety
by reference to (1) the full text of the 2021 Plan, which is filed as Exhibit 99.1 to the Company’s Registration
Statement on Form S-8 filed with the SEC on November 29, 2021 and (2) the full text of the Plan Amendment, a copy of which
is filed as Annex A to the Proxy Statement, and in each case, which is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was a virtual meeting held
over the Internet via live webcast. Present at the Annual Meeting in person or by proxy were holders of 11,016,135 shares of the Company’s
common stock, constituting a quorum for the transaction business. The proposals voted upon at the Annual Meeting and the vote with respect
to each such matter are set forth below:
| (1) | the election of six directors to the Company’s board of directors (the “Board”); |
| (3) | ratification of the appointment of Citrin Cooperman & Company, LLP (“Citrin”) to serve
as the Company’s independent auditor for the 2022 fiscal year; and |
| (4) | the approval, for purposes of complying with Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Listing
Rule 5635(d)”), of the sale in a private placement of units comprised of (i) 1,500,000 shares of the Company’s common
stock and (ii) warrants exercisable into 1,500,000 shares of the Company’s common stock at an exercise price of $11.00 per
share, with such units being sold for $10.00 per unit (the “Private Placement”). |
For more information regarding the foregoing proposals,
please see the Company’s Proxy Statement dated June 10, 2022 and the supplement thereto dated July 7, 2022,
both of which were filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.
Proposal 1—Election of Directors
The nominees listed below were elected to the
Board, each to serve until the 2023 annual meeting of stockholders and until their respective successor is duly elected and qualified
or until his or her earlier death, resignation, or removal, with the respective votes set forth opposite to each nominee’s name:
Director | |
Votes
For | | |
Votes
Withheld | | |
Broker
Non-Votes | |
Amin J. Khoury, PhD (Hon) | |
| 10,302,142 | | |
| 9,332 | | |
| 704,661 | |
David Helfet, M.D. | |
| 10,290,148 | | |
| 21,326 | | |
| 704,661 | |
Michael Senft | |
| 10,290,248 | | |
| 21,226 | | |
| 704,661 | |
Thomas P. McCaffrey | |
| 10,289,750 | | |
| 21,724 | | |
| 704,661 | |
Heather Floyd | |
| 10,290,153 | | |
| 21,321 | | |
| 704,661 | |
Timothy Scannell | |
| 10,288,202 | | |
| 23,272 | | |
| 704,661 | |
Proposal 2—2021 Incentive Award Plan
The stockholders approved the Plan Amendment by
the following vote:
Votes
For | | |
Votes
Against | | |
Votes
Abstain | | |
Broker
Non-Votes | |
10,250,846 | | |
| 56,105 | | |
| 4,523 | | |
| 704,661 | |
Proposal 3—Auditor Ratification Proposal
The appointment of Citrin as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the following vote:
Votes
For | | |
Votes
Against | | |
Votes
Abstain | | |
Broker
Non-Votes | |
10,914,657 | | |
| 10,551 | | |
| 90,927 | | |
| 0 | |
Proposal 4—Private Placement
The Company’s stockholders approved, for
purposes of complying with Listing Rule 5635(d), the Private Placement by the following vote:
Votes For | | |
Votes Against | | |
Votes Abstain | | |
Broker Non-Votes | |
9,608,472 | | |
| 353 | | |
| 4,227 | | |
| 831,804 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* Management contract or compensatory plan or arrangement.
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.
July 13, 2022
(Date) |
AeroClean Technologies, Inc.
(Registrant) |
|
/s/ Jason
DiBona |
|
Jason DiBona
Chief Executive Officer |
AeroClean Technologies (NASDAQ:AERC)
Historical Stock Chart
From Mar 2024 to Apr 2024
AeroClean Technologies (NASDAQ:AERC)
Historical Stock Chart
From Apr 2023 to Apr 2024
Real-Time news about AeroClean Technologies Inc (NASDAQ): 0 recent articles
More Aeroclean Technologies, Inc. News Articles