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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 21, 2023

 

 

 

TFF PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter) 

 

 

 

Delaware   001-39102   82-4344737
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

1751 River Run, Suite 400

Fort Worth, Texas 76107

(Address of principal executive offices)

 

(817) 438-6168

(Registrant’s telephone number, including area code)

 

 

(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 obligations 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 240.14d-2(b)

 

☐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)

 

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. ☐

 

Securities registered pursuant to Section 12(b)of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock: Par value $.001   TFFP   Nasdaq Capital Market

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 21, 2023, TFF Pharmaceuticals, Inc. filed with the Delaware Secretary of State an amendment to its Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to increase its authorized common stock to 180 million shares. A copy of the amendment is attached hereto as Exhibit 3.1.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On November 21, 2023, TFF Pharmaceuticals, Inc. held its 2023 Annual Meeting of Stockholders, for the purposes of:

 

●Electing four directors, each to serve until our 2024 Annual Meeting of Stockholders;

 

●Approving an amendment to our Certificate of Incorporation (“Authorized Capital Amendment”) to effect an increase in the authorized shares of our common stock to 180,000,000;

 

●Approving an amendment to our Certificate of Incorporation (“Reverse Split Amendment”) to effect a reverse split of the issued and outstanding shares of our common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-thirty (1:30), with the exact ratio within such range to be determined by our Board of Directors; and

 

●Ratifying the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

All of the persons nominated to serve on our board of directors, namely Harlan Weisman, Brandi Roberts, Robert S. Mills and Stephen C. Rocamboli, were elected to our board of directors, with shares voted as follows:

 

Name  For   Withheld  

Broker

Non-Vote

 
Harlan Weisman   23,261,062    974,810    8,494,153 
Brandi Roberts   22,772,289    1,463,583    8,494,153 
Robert S. Mills   21,621,875    2,613,997    8,494,153 
Stephen C. Rocamboli   21,666,663    2,569,209    8,494,153 

 

In addition, our shareholders approved the Authorized Capital Amendment, with shares voted as follows:

 

For   27,682,005 
Against   5,014,092 
Abstain   33,921 

 

There were seven (7) broker non-votes on the approval the Authorized Capital Amendment.

 

In addition, our shareholders approved the Reverse Split Amendment, with shares voted as follows:

 

For   29,638,439 
Against   3,038,537 
Abstain   53,045 

 

There were four (4) broker non-votes on the approval the Reverse Split Amendment.

 

In addition, our shareholders ratified the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, with shares voted as follows:

 

For   31,768,174 
Against   902,503 
Abstain   59,347 

 

There was one (1) broker non-vote on the ratification of our independent registered public accounting firm.

 

1

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits Method Filing

 

The following exhibit is filed with this report:

 

Exhibit 3.1 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of TFF Pharmaceuticals, Inc.  Filed Electronically herewith
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)  

 

2

 

 

SIGNATURES

 

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.

 

  TFF PHARMACEUTICALS, INC.
   
Dated: November 22, 2023 /s/ Kirk Coleman
  Kirk Coleman,
  Chief Financial Officer

 

 

3

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TFF PHARMACEUTICALS, INC.

 

TFF Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

1.That the certificate of incorporation is hereby amended by replacing Article FOURTH thereof with the following:

 

“FOURTH: The Corporation is authorized to issue one class of stock. The authorized capital stock of the Corporation shall consist of one hundred eighty million (180,000,000) shares which shall be designated as Common Stock, each with a par value of $0.001.”

 

2. That this amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, TFF Pharmaceuticals, Inc. has caused this Certificate of Amendment to be signed by its authorized officer, as of November 21, 2023.

 

  TFF PHARMACEUTICALS, INC.
     
  By: /s/ Kirk Coleman
    Kirk Coleman,
    Secretary and Chief Financial Officer

  

State of Delaware    
Secretary of State    
Division of Corporations    
Delivered 06:19PM    
11/21/2023 FILED    
06:19PM11/21/2023    
SR 20234036591 -    
File Number 6725367    

 

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Document Period End Date Nov. 21, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-39102
Entity Registrant Name TFF PHARMACEUTICALS, INC.
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Entity Tax Identification Number 82-4344737
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1751 River Run
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Fort Worth
Entity Address, State or Province TX
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