Additional Proxy Soliciting Materials (definitive) (defa14a)
07 December 2018 - 1:53AM
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):
December
5, 2018
IMMUNE
PHARMACEUTICALS INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36602
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52-1841431
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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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1 Bridge Plaza North, Suite 270, Fort Lee NJ
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07024
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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:
(201) 464-2677
(Former name or former address, if changed
since last report) N/A
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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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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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
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¨
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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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¨
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On December 5, 2018,
Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”) announced that its special meeting of stockholders
scheduled for and convened on December 5, 2018 (the “Original Meeting”) has been adjourned to December 19,
2018, at 9:30 a.m. Eastern Time (the “Adjourned Meeting”). The Adjourned Meeting will be held at the offices of the
Company’s counsel, Lowenstein Sandler LLP, at One Lowenstein Drive, Roseland, New Jersey 07068. A quorum was present for
the authorization of the Original Meeting, as more than one-third of the issued and outstanding shares entitled to vote as of the
record date were represented in person or by proxy.
As of date and time
of the Original Meeting, the stockholders entitled to vote at such meeting approved the proposal to adjourn the Special Meeting
(Proposal 2) to solicit additional proxies in the event that there were not sufficient proxies to approve the proposal
to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal
1), as follows:
For
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Against
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Abstained
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21,765,328
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9,164,148
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500,479
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A copy of the above-referenced
press release is attached as Exhibit 99.1 and is filed as part of this Current Report on Form 8-K.
Additional Information and Where
to Find It
This document may be deemed to be solicitation
material in respect of the special meeting of stockholders to be held on December 19, 2018. In connection with the special meeting,
the Company has filed a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”)
on November 8, 2018. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL
MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the special meeting. Stockholders
will also be able to obtain a copy of the definitive proxy statement free of charge by directing a request to: 1 Bridge Plaza North,
Suite 270, Fort Lee, New Jersey 07024: (201) 464-2677. In addition, the definitive proxy statement is available free of charge
at the SEC’s website, www.sec.gov.
Participants in the Solicitation
The Company and its directors and executive
officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the special meeting.
Information regarding the Company’s directors and executive officers is available in the Company’s annual report for
its 2017 annual meeting of stockholders, which was filed with the SEC on April 2, 2018. Information regarding any persons who may,
under the rules of the SEC, be considered participants in the solicitation of stockholders in connection with the special meeting
is set forth in the definitive proxy statement filed with the SEC on November 8, 2018. These documents are available free of charge
at the SEC’s website at www.sec.gov, and by mail at: 1 Bridge Plaza North, Suite 270, Fort Lee, New Jersey 07024, telephone:
(201) 464-2677.
Item 9.01. Financial Statements and
Exhibits
d)
Exhibits.
The exhibit listed
in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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
thereunto duly authorized.
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IMMUNE PHARMACEUTICALS INC.
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By:
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/s/ Tony Fiorino
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Name:
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Tony Fiorino, M.D. Ph.D.
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Title:
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Interim Chairman, President and
Interim Chief Executive Officer
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Date: December 6, 2018
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