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): October 26, 2022
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or Other Jurisdiction of
Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
10017
(Zip Code)
|
|
|
(Address of Principal Executive Offices)
|
Registrant’s telephone number, including area code: (212 ) 220-9226
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 Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which
registered
|
||
|
|
|
|
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On October 26, 2022, at a Special Meeting of Stockholders (the “Special Meeting”), the stockholders of Applied Therapeutics, Inc. (the “Company”) approved an amendment (the
“Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of the Company’s common stock authorized for issuance from 100,000,000 shares to 200,000,000 shares (the “Authorized Shares Increase
Proposal”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware on October 26, 2022. The
foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, which is filed as Exhibit 3.1 hereto and is
incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
|
At the Special Meeting, the stockholders of the Company voted on the matter described below.
| 1. |
The Company’s stockholders approved the Authorized Shares Increase Proposal. The numbers of shares that voted for, against and abstained from voting for or against the
Authorized Shares Increase Proposal are summarized in the table below.
|
|
Votes For
|
Votes Against
|
Abstentions
|
||
|
40,298,580
|
1,460,177
|
29,007
|
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits:
The following exhibit is attached with this current report on Form 8-K:
|
Exhibit
No.
|
Description
|
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
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.
|
APPLIED THERAPEUTICS, INC.
|
||
|
Dated: October 28, 2022
|
By:
|
/s/ Shoshana Shendelman
|
|
Name:
|
Shoshana Shendelman
|
|
|
Title:
|
President and Chief Executive Officer
|
|
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
APPLIED THERAPEUTICS, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
Applied Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of the Delaware
(the “Corporation”), hereby certifies that:
FIRST:
Article IV.A of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
A. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is two
hundred ten million (210,000,000) shares. Two hundred million (200,000,000) shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001) and ten million (10,000,000) shares shall be Preferred Stock, each having a par
value of one-hundredth of one cent ($0.0001).
SECOND:
The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Applied Therapeutics, Inc. has caused this Certificate to be duly executed in its corporate name this 26th day of October,
2022.
|
APPLIED THERAPEUTICS, INC.
|
||
|
By:
|
/s/ Shoshana Shendelman
|
|
|
Shoshana Shendelman, Ph.D.
|
||
|
President and Chief Executive Officer
|
||