UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

December 16, 2019

Date of report (date of earliest event reported)

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Sun BioPharma, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

 

000-55242

 

87-0543922

(State of Incorporation)

 

(Commission file number)

 

(I.R.S. Employer Identification No.)

 

712 Vista Blvd #305
Waconia, Minnesota

 

55387

(Address of principal executive offices)

 

(Zip Code)

(952) 479-1196

(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 (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))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers.

 

Effective December 16, 2019, our board of directors elected Arthur J. Fratamico to serve as a director of our company to fill an existing vacancy on our board of directors. Mr. Fratamico will initially serve on the compensation committee and the nominating and governance committee. There are no arrangements or understandings between Mr. Fratamico and any other person, pursuant to which he was selected as a director, nor are there any transactions involving him requiring disclosure under Item 404(a) of Regulation S-K.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

 

Date: December 20, 2019

 

 

SUN BIOPHARMA, INC.

 

 

 

 

 

 

 

 

 

 

By:

    /s/ Susan Horvath

 

 

 

    Susan Horvath

 

 

 

    Chief Financial Officer