UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 11, 2020

 

Oncternal Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-50549

 

62-1715807

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer Identification No.)

 

12230 El Camino Real

Suite 300
San Diego, CA 92130

(858) 434-1113

 

 

(Address and zip code; telephone number, including area code, of registrant’s principal executive offices)

 

N/A

(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 communication 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:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

ONCT

 

The Nasdaq Stock Market, LLC

 

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.

 

Oncternal Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders on June 11, 2020. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

 

1.

The election of three nominees to serve as Class I directors for a three-year term to expire at the 2023 annual meeting of stockholders. The following three Class I directors were re-elected by the votes indicated:

 

For

Withheld

Broker Non-Votes

Daniel L. Kisner, M.D.

10,427,177

14,516

2,098,886

William R. LaRue

10,427,156

14,537

2,098,886

Charles P. Theuer, M.D., Ph.D.

10,427,734

13,959

2,098,886

 

2.

The ratification of the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The selection was ratified by the votes indicated:

For

Against

Abstain

Broker Non-Votes

12,514,409

21,063

5,107

0

 

3.

The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2020 annual meeting pursuant to the disclosure rules of the Securities and Exchange Commission. The compensation was approved on an advisory basis by the votes indicated:

For

Against

Abstain

Broker Non-Votes

10,397,965

38,246

5,482

2,098,886

 

1

 


 

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.

 

 

 

 

 

 

 

Oncternal Therapeutics, Inc.

 

 

 Date: June 15, 2020

By:

/s/ James B. Breitmeyer

 

 

 

Name: James B. Breitmeyer, M.D., Ph.D.

 

 

 

Title: President and Chief Executive Officer

 

 

 

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