UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years. |
A Special Meeting of Stockholders (the “Special Meeting”) of Inhibikase Therapeutics, Inc. (the “Company”) was held on January 3, 2025. As further described in Item 5.07 to this Current Report on Form 8-K, at the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and eliminate the 66 2/3% affirmative vote requirement for amendments to Section 1 of Article IV thereof, as described in the Company’s definitive proxy statement filed on November 18, 2024 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The Certificate of Amendment was previously approved by the Company’s board of directors, subject to approval by the Company’s stockholders.
On January 3, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Special Meeting was held on January 3, 2025. The following proposals were approved at the Special Meeting by the votes indicated:
Proposal One: To approve an amendment to Section 1 of Article IV of the Company’s Amended and Restated Certificate of Incorporation to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.
| Total Votes | ||||
| For |
62,498,487 | |||
| Against |
377,109 | |||
| Abstain |
7,970 | |||
| Broker Non-Votes |
0 | |||
Proposal Two: To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of authorized shares of common stock reserved for issuance by 27,453,993 shares.
| Total Votes | ||||
| For |
59,536,802 | |||
| Against |
517,770 | |||
| Abstain |
3,623 | |||
| Broker Non-Votes |
2,825,372 | |||
Proposal Three: To approve the repricing of certain outstanding stock options.
| Total Votes | ||||
| For |
59,274,474 | |||
| Against |
779,218 | |||
| Abstain |
4,503 | |||
| Broker Non-Votes |
2,825,372 | |||
Proposal Four: To approve an amendment to Article XII of the Company’s Amended and Restated Certificate of Incorporation to eliminate the 66 2/3% affirmative vote requirement for amendments to Section 1 of Article IV thereof.
| Total Votes | ||||
| For |
59,852,638 | |||
| Against |
189,673 | |||
| Abstain |
15,884 | |||
| Broker Non-Votes |
2,825,372 | |||
No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: January 6, 2025 | INHIBIKASE THERAPEUTICS, INC. | |||||
| By: | /s/ Milton H. Werner, Ph.D. | |||||
| Milton H. Werner, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||