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 20, 2018

 

Asterias Biotherapeutics, Inc.

 

(Exact name of registrant as specified in its charter)

 

 

6300 Dumbarton Circle
Fremont, CA 94555
(Address of principal executive offices)

 

(510) 456-3800

(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 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 5.07  Submission of Matters to a Vote of Security Holders.

On June  20, 2018, Asterias Biotherapeutics, Inc. (the "Company") held its 2018 annual meeting of stockholders (the "Annual Meeting").  The following matters were voted on by the stockholders at the Annual Meeting: (i) the election of ten directors, (ii) the amendment to the Certificate of Incorporation to increase the authorized number of shares of the Company's Series A common stock ("Common Stock")  from 75 million shares to 125 million shares, an increase of 50 million shares, (iii) the ratification of the appointment of OUM & Co. LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018, and (iv) the approval of the compensation of the Company's named executive officers.

As of the record date of April 23, 2018, there was a total of 55,010,313 shares of Common Stock outstanding and entitled to vote at the meeting.  The holders of 48,153,233 shares of Common Stock executed and delivered valid proxies at the Annual Meeting, which were duly voted. Each of the proposals were approved by the Company's stockholders and the final voting results are as follows:

Election of Directors

Each of the following directors was elected by the following vote:

Amendment to the Certificate of Incorporation

The amendment to the Certificate of Incorporation was approved by the following vote:

Ratification of OUM & Co. LLP as the Company’s independent registered public accountants

  

OUM & Co. LLP as the Company’s independent registered public accountants was approved by the following vote:

Compensation of Named Executive Officers

    

The compensation of the Company's named executive officers was approved by the following vote:

 

 

 

 

 

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.