8-K: Current report filing
Published on September 18, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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
We held our 2023 Annual Meeting of Stockholders on September 15, 2023 (the “Annual Meeting”), in which our stockholders approved Proposals 1-3 listed below. Based on the report of the Inspector of Elections for the Annual Meeting, 9,012,954 shares out of 24,835,321 shares outstanding and entitled to vote, or approximately 36.29%, were present at the meeting virtually or by proxy. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the proxy statement.
| 1. | Elect six members of our Board of Directors (the “Board”). All of the nominees were elected. |
| Name | Votes For | Votes Against | Abstentions |
| Edward G. Broenniman | 4,746,036 | 435,339 | 120,979 |
| Guy F. Cipriani | 4,859,449 | 322,920 | 119,985 |
| Charles J. Fisher, Jr., MD | 4,857,852 | 328,276 | 116,226 |
| Nicolas Gikakis | 4,859,443 | 321,710 | 121,201 |
| Angela Rossetti | 4,855,281 | 327,149 | 119,924 |
| Chetan S. Shah, MD | 4,870,838 | 316,233 | 115,283 |
| 2. | Ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2024. The resolution was approved. |
| Votes For | Votes Against | Abstentions |
| 8,177,582 | 562,051 | 273,321 |
| 3. | Approve, pursuant to Nevada Revised Statutes (“NRS”) 78.2055, a reverse stock split of our common stock at a ratio in the range of 1-for-8 to 1-for-12, with such ratio to be determined in the discretion of the Board and with such reverse stock split to be effected at such time and date as determined by the Board in its sole discretion (but in no event later than October 5, 2023). The resolution was approved. |
| Votes For | Votes Against | Abstentions |
| 6,781,311 | 2,180,424 | 51,219 |
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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.
| Date: September 18, 2023 |
Aethlon Medical, Inc. |
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| By: | /s/ James B. Frakes | ||
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Name:
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James B. Frakes Chief Financial Officer |
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