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EX-99 - EXHIBIT 99.1 - AtheroNova Inc.ex99-1.htm


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)

 

April 16, 2014

 


 

ATHERONOVA INC.

(Exact name of registrant as specified in charter)

 

Delaware

(State or other Jurisdiction of Incorporation or Organization)

 

000-52315

(Commission File Number)

 

20-1915083

(IRS Employer Identification No.)

 

2301 Dupont Drive, Suite 525

Irvine, CA 92612

(Address of Principal Executive Offices and zip code)

 

 

(949) 476-1100

(Registrant’s telephone
number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(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)) 

 



 
 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On April 16, 2014, AtheroNova Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at which three proposals were presented to the Company’s stockholders for consideration. The three matters presented were (1) the election of eight directors to hold office until the 2015 annual meeting of stockholders and until their respective successors have been elected, (2) the authorization of the Company’s board of directors to effectuate, in its discretion, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of no less than 1-for-5 and no greater than 1-for-10 at any time before December 31, 2014, with special treatment for certain stockholders to preserve round lot holders, and (3) a proposal to ratify the appointment of Weinberg & Company, P.A. as the Company’s independent auditors for the year ending December 31, 2014. These proposals were described in detail in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 25, 2014. The numbers below indicate the shares voted before effectuating a reverse stock split.

 

(1)

Election of the directors of the Company:

 

   

FOR

   

AGAINST

   

ABSTAIN

   

BROKER

NON-VOTE

 

Thomas W. Gardner

  23,740,600     260,400     14,055     6,586,188  

Alexander Polinsky

  23,936,250     63,750     15,055     6,586,188  

Boris Ratiner, M.D.

  23,937,100     62,900     15,055     6,586,188  

Chaim Davis

  23,783,900     216,100     15,055     6,586,188  

Gary Freeman

  23,979,900     20,100     15,055     6,586,188  

Paul DiPerna

  23,980,000     20,100     14,955     6,586,188  

Johan (Thijs) M. Spoor

  23,979,900     20,100     15,055     6,586,188  

Fred Knoll

  23,942,200     57,900     14,955     6,586,188  

 

(2)

Approval of an Amendment to the Amended and Restated Certificate of Incorporation: The proposal to authorize the Company’s board of directors to effectuate, in its discretion, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of no less than 1-for-5 and no greater than 1-for-10 at any time before December 31, 2014, with special treatment for certain stockholders to preserve round lot holders:

 

 

FOR

   

AGAINST

   

ABSTAIN

 
  29,228,693     1,364,783     7,767  

 

(3)

Ratification of Appointment of Independent Registered Public Accounting Firm: The proposal to ratify the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2013 was approved by the stockholders by the following vote:

 

 

FOR

   

AGAINST

   

ABSTAIN

 
  30,584,835     2,433     13,975  

 

 
 

 

 

Item 8.01.

Other Events

 

On April 22, 2014, the Company amended its Certificate of Incorporation to effectuate a 1-for-10 reverse stock split and issued a press release titled “AtheroNova 1-for-10 Reverse Stock Split Effective.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

 

 

(d)

Exhibits.

 

The following exhibit is filed herewith:

 

 

Exhibit
Number

Description

 

 

99.1

Press release issued April 22, 2014 titled “AtheroNova 1-for-10 Reverse Stock Split Effective.”

 

 

 

 

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.

 

 

AtheroNova Inc.

 

 

 

 

 

 

 

 

 

Date: April 22, 2014

By:

/s/ Mark Selawski

 

 

 

Mark Selawski

 

 

 

Chief Financial Officer & Secretary

 

 

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