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): November 21, 2016
CARBYLAN THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36830 | 20-0915291 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 39899 Balentine Drive, Suite 200, Newark, California |
94560 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (510) 933-8365
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 (see General Instruction A.2. below):
| ☐ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 21, 2016, Carbylan Therapeutics, Inc. (the “Company”) held a special meeting of its stockholders at which the following items were voted on.
| (1) | Approval of the issuance of the Company’s common stock pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) entered into on June 15, 2016, by and among the Company, KalVista Pharmaceuticals Ltd. (“Kalvista”), the shareholders of KalVista and the Seller Representative (as defined in the Share Purchase Agreement). |
| Votes Cast For |
Votes Cast Against |
Number of Abstentions |
Number of Broker Non-Votes | |||
| 14,853,174 |
961,620 | 20,577 | 0 |
(2) Approval of the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s common stock, at a ratio of one new share for every fourteen shares outstanding.
| Votes Cast For |
Votes Cast Against |
Number of Abstentions |
Number of Broker Non-Votes | |||
| 14,319,734 |
1,501,770 | 13,867 | 0 |
(3) Approval of an amendment to the Company’s amended and restated certificate of incorporation to change the name of the Company to “KalVista Pharmaceuticals, Inc.”
| Votes Cast For |
Votes Cast Against |
Number of Abstentions |
Number of Broker Non-Votes | |||
| 14,936,328 |
843,131 | 55,912 | 0 |
(4) Approval to adjourn the special meeting, if necessary, if a quorum was present, to solicit additional proxies if there were not sufficient votes in favor of the proposals set forth in (1) through (3) above.
| Votes Cast For |
Votes Cast Against |
Number of Abstentions |
Number of Broker Non-Votes | |||
| 14,988,281 |
635,931 | 211,159 | 0 |
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.
| CARBYLAN THERAPEUTICS, INC. | ||
| By: | /s/ David M. Renzi | |
| Name: | David M. Renzi | |
| Title: | President and CEO | |
Date: November 21, 2016