Current Report Filing (8-k)
17 February 2023 - 8:07AM
Edgar (US Regulatory)
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2023-02-10
2023-02-10
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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): February 10, 2023
Blue
Water Vaccines Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41294 |
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83-2262816 |
(State or other Jurisdiction of
Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
201 E. Fifth Street, Suite 1900 Cincinnati, Ohio |
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45202 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone
number, including area code: (513) 620-4101
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.00001 per share |
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BWV |
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The Nasdaq Stock Market LLC |
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 5.08. Shareholder Director Nominations.
On February 10, 2022, the Board of Directors of Blue Water Vaccines Inc.
(the “Company”) approved the date of its 2023 annual meeting of stockholders (the “Annual Meeting”) for May 31,
2023. The Company will provide additional details regarding the exact time, location and matters to be voted on at the Annual Meeting
in the Company’s proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission prior to the Annual
Meeting.
The Company has set a deadline of March 2, 2023 for the receipt of stockholder
proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company’s
proxy materials for the Annual Meeting, which date the Company has determined to be a reasonable time before it expects to begin to print
and send its proxy materials for the Annual Meeting. In order to be considered timely, any such proposal must be received by the Company
at its principal executive offices at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 95202, and addressed to the attention of the corporate
secretary, no later than 5:00 p.m. Eastern Time, on March 2, 2023. Any such proposal must also meet the requirements set forth in the
Company’s Amended and Restated By-Laws (the “By-Laws”) and the rules and regulations of the Securities and Exchange
Commission in order to be eligible for inclusion in the proxy materials for the Annual Meeting.
In addition, in accordance with the By-Laws, stockholders who intended
to submit a proposal regarding a director nomination at the Annual Meeting must be received by the Company at its principal executive
offices at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 95202, and addressed to the attention of the corporate secretary, no later
than 5:00 p.m. Eastern Time, on March 2, 2023. Any such proposal must also meet the requirements set forth in the By-Laws.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Blue Water Vaccines Inc. |
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Date: February 16, 2022 |
By: |
/s/ Joseph Hernandez |
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Joseph Hernandez |
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Chief Executive Officer |
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