UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 29, 2011
NEOGENIX ONCOLOGY, INC.
(Exact name of Registrant as Specified in its Charter)
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Maryland
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0-53963
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16-1697150
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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| 15010 Broschart Rd., Suite 270 | 20850 | |||
| Rockville, MD | (Zip Code) | |||
| (Address of Principal Executive Offices) |
(301) 917-6880
Registrant’s telephone number, including area code
Not Applicable
(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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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))
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Explanatory Note
This Form 8-K/A amends and restates Item 5.07 of the Form 8-K filed by Neogenix Oncology, Inc. (“the Company”) with the Securities and Exchange Commission on June 23, 2011 (the “Original 8-K”). This Form 8-K/A amends and restates the Original 8-K to replace the preliminary vote count for the proposals presented at the annual meeting of stockholders held on June 17, 2011 (the “Annual Meeting”) with the final vote count for the proposals presented at the Annual Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2011, Neogenix Oncology, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the following proposals:
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1.
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To elect three (3) Class I directors to hold office until the 2014 annual meeting of stockholders and until their respective successors are duly elected and qualified; and
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2.
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To ratify the appointment of EisnerAmper LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011.
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The number of shares of common stock issued, outstanding and eligible to vote at the Annual Meeting as of the record date of May 1, 2011 was 22,757,785. 12,117,988 shares were represented at the Annual Meeting (in person or by proxy) constituting 53.2% of the outstanding shares entitled to vote. The election of directors and the ratification of the appointment of EisnerAmper LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011 received the requisite approval by the Company’s stockholders. The final results of the voting on each of the matters presented to the stockholders are as follows:
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1.
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Election of Directors
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Name
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For
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Withheld
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Dr. Myron Arlen
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11,660,051
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457,937
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Lynn Krominga
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11,233,866
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884,122
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Timothy Shriver
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11,233,866
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884,122
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2.
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Ratification of EisnerAmper LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011:
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For
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Against
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Abstain
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12,071,401
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22,500
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24,087
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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 thereunder duly authorized.
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NEOGENIX ONCOLOGY, INC.
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By:
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/s/ Philip M. Arlen, MD
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Philip M. Arlen, MD
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Chief Executive Officer
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Date: June 29, 2011
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