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
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction | (Commission | (IRS Employer |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
(Former name or former address, if changed since last report): Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 18, 2024, Virios Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 8,699,494 shares of common stock of the Company, representing 45.17% of the voting power of the shares of common stock of the Company as of the close of business on April 23, 2024, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, withheld or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of Directors.
The following six nominees were elected to serve as directors of the Company, with the following votes tabulated:
For | Withheld | Broker Non-Vote | ||||||||||
Richard Burch | 3,201,273 | 205,492 | 5,292,729 | |||||||||
Abel De La Rosa, Ph.D. | 2,440,247 | 966,518 | 5,292,729 | |||||||||
Greg Duncan | 3,183,237 | 223,528 | 5,292,729 | |||||||||
David Keefer | 3,198,840 | 207,925 | 5,292,729 | |||||||||
John C. Thomas, Jr. | 3,201,528 | 205,237 | 5,292,729 | |||||||||
Richard J. Whitley, M.D. | 1,964,627 | 1,442,138 | 5,292,729 | |||||||||
2. Ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
The appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, with the following votes tabulated:
For | Against | Abstain | Broker Non-Vote | |||||||||||
8,347,686 | 241,056 | 110,752 | — | |||||||||||
2
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.
| VIRIOS THERAPEUTICS, INC. | |
|
|
|
| By: | /s/ Angela Walsh |
| Name: | Angela Walsh |
Title: | Senior Vice President of Finance, Corporate Secretary and Treasurer | |
June 20, 2024 | ||
3