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 30, 2021
MONOPAR
THERAPEUTICS INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39070
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32-0463781
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1000 Skokie Blvd., Suite 350, Wilmette,
IL 60091
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60091
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(Address of principal executive
offices)
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(Zip Code)
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(847)
388-0349
Registrant’s telephone number,
including area code
N/A
(Former name or former address, if
changed since last report)
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
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Common Stock,
$0.001 par value
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MNPR
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The Nasdaq Stock
Market LLC
(Nasdaq Capital
Market)
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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))
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Approval
of 2016 Stock Incentive Plan, as Amended
On June
30, 2021, at the 2021 Annual Meeting of Stockholders (the
“Annual
Meeting”) of Monopar
Therapeutics Inc. (the “Company”),
the Company’s stockholders approved the amendment to the
Company’s 2016 Stock Incentive Plan (the
“Amended 2016
Plan”), to remove certain
individual award limits and other provisions related to I.R.C.
Section 162(m) and to update the limit on Incentive Stock Options
under the Amended 2016 Plan.
The
Amended 2016 Plan previously had been approved, subject to
stockholder approval, by the Board of Directors of the Company (the
“Board”).
The Amended 2016 Plan became effective immediately upon stockholder
approval at the Annual Meeting.
A more
detailed summary of the material features of the Amended 2016 Plan
is set forth in the Company’s definitive proxy statement for
the Annual Meeting filed with the Securities and Exchange
Commission on April 30, 2021 (the “Proxy
Statement”). That summary
and the foregoing description are qualified in their entirety by
reference to the text of the Amended 2016 Plan, which is attached
as Appendix A to the Proxy Statement.
Item
5.07 Submission of Matters to a Vote of Security
Holders.
On June 30, 2021, Monopar
Therapeutics, Inc. (the “Company”) held its Annual
Meeting. A total of 12,569,932.614 shares of the Company’s
common stock were entitled to vote as of May 3, 2021, the record
date for the Annual Meeting, of which 9,766,313.384 shares were
represented in person or by proxy at the Annual Meeting. At the
Annual Meeting, the stockholders of the Company voted on the
following proposals:
(1) the election of six directors,
to serve as directors until the Company’s next annual meeting
of stockholders or until their respective successors are duly
elected and qualified;
(2) the ratification of the
selection of BPM LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2021;
and
(3) to approve the amendment to the Company’s 2016
Stock Incentive Plan to remove certain individual award
limits and other provisions related to I.R.C. Section 162(m) and to
update the limit on Incentive Stock Options.
Proposal 1 – Election of Directors
At the Annual Meeting, the voting
results with respect to the proposal for the election of directors,
included in the Company’s Proxy Statement on Schedule 14A for
the Annual Meeting, were as follows:
Director
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For
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Withheld
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Broker Non-Votes
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Christopher M. Starr,
Ph.D.
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8,366,264.384
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19,631
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1,380,418
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Chandler D. Robinson, MD MBA
MSc
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8,351,144.384
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34,751
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1,380,418
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Andrew P. Mazar, Ph.D.
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8,351,269.384
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34,626
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1,380,418
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Michael J. Brown, MSc
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8,343,467.384
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42,428
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1,380,418
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Raymond W. Anderson,
MBA
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8,343,367.384
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42,528
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1,380,418
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Arthur J. Klausner, MBA
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8,270,691.384
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115,204
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1,380,418
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Accordingly, each of the foregoing persons was
elected as a director at the Annual Meeting.
Proposal 2 – Ratification of Selection of Independent
Registered Public Accounting Firm
The voting results with respect to
the proposal to ratify the selection of BPM LLP to serve as the
Company’s independent registered public accounting firm for
the year ending December 31, 2021, were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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9,740,948.384
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24,621
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744
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N/A
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Accordingly, the Company’s
stockholders ratified the selection of BPM LLP to serve as the
Company’s independent registered public accounting firm for
the year ending December 31, 2021.
Proposal 3 – Approve an Amendment to the 2016 Stock Incentive
Plan
The voting results with respect to
the approval an amendment to the 2016 Stock Incentive Plan to
remove certain individual award limits and other provisions related
to I.R.C. Section 162(m) and to update the limit on Incentive Stock
Options are as follows:
For
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Against
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Abstain
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Broker Non-Votes
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8,212,529.284
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160,978.100
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12,388
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1,380,418
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Accordingly, the Company’s
stockholders approved the amendment to the 2016 Stock Incentive
Plan to remove certain individual award limits and other provisions
related to I.R.C. Section 162(m) and to update the limit on
Incentive Stock Options.
No other matters were submitted to a
vote of stockholders at the Annual Meeting.
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.
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Monopar
Therapeutics Inc.
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Date: July 2, 2021
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By:
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/s/ Kim R. Tsuchimoto
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Name: Kim R. Tsuchimoto
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Title: Chief Financial
Officer, Secretary and Treasurer
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