News Column

VENTRUS BIOSCIENCES INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events

July 11, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2014 Annual Meeting of Stockholders held on July 10, 2014, our stockholders voted on (1) the approval of the issuance of shares of our common stock and options to purchase shares of our common stock in connection with the acquisition of Assembly Pharmaceuticals, Inc., (2) the approval of an amendment of our Third Amended and Restated Certificate of Incorporation to effect the reverse stock split of our issued and outstanding common stock at a ratio of one-for-five and to change our company's name to "Assembly Biosciences, Inc.", (3) the election of seven directors to serve on our Board of Directors for one-year terms expiring in 2015, (4) the approval of our 2014 Stock Incentive Plan, and (5) the ratification of the appointment of EisnerAmper LLP, New York, New York, as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

The tables below set forth the number of votes cast for and against, abstentions and the number of broker non-votes, for each matter voted upon by our stockholders. Number of Number of Abstentions Broker Non- Shares Shares Votes Voted For Against Proposal 1: Approval of Issuance of Shares and Options in Connection with Acquisition of Assembly Pharmaceuticals, Inc. 10,252,093 388,699 31,584 7,885,797 Number of Number of Abstentions Broker Non- Shares Shares Votes Voted For Against Proposal 2: Approval of Reverse Stock Split and Name - Change 17,224,905 1,253,106 80,162 Number of Number of Abstentions Broker Non- Shares Shares Votes Voted For Withheld Proposal 3: Election of Directors Anthony Altig 10,376,735 295,641 - - Mark Auerbach 9,959,210 713,166 - - Russell Ellison 10,362,070 310,306 - - Myron Holubiak 9,967,807 704,569 - - Derek Small 10,371,735 300,641 - - Richard DiMarchi 10,368,735 303,641 - - William Ringo 10,367,735 304,641 - - Total Broker Non-Votes - - - 7,885,797 Number of Number of Abstentions Broker Non- Shares Shares Votes Voted For Against Proposal 4: Approval of 2014 Stock Incentive Plan 8,040,031 2,527,080 105,265 7,885,797 Number of Number of Abstentions Broker Non- Shares Shares Votes Voted For Against Proposal 5: Ratification of the Appointment of - EisnerAmper LLP 18,144,501 301,986 111,686 Item 8.01. Other Events.



Pursuant to the authorization granted by our stockholders at our 2014 Annual Meeting of Stockholders held on July 10, 2014 of a 1-for-5 reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share, the reverse stock split will be effective as of July 11, 2014 at 5:01 p.m. Eastern time.

Also pursuant to the authorization granted by our stockholders at our 2014 Annual Meeting of Stockholders held on July 10, 2014, the name of our company will change to "Assembly Biosciences, Inc.", effective as of July 11, 2014 at 5:01 p.m. Eastern time. In connection with the name change, our NASDAQ Capital Market trading symbol is scheduled to change to "ASMB" effective upon the opening of trading on July 14, 2014.

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Source: Edgar Glimpses


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