false 0001427925 0001427925 2022-09-23 2022-09-23

 

 

 

 

 

 

 

Date of report (Date of earliest event reported): September 23, 2022

 

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

Registrant’s telephone number, including area code: (650) 216-3500

 

(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):

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

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).

 

 

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. ☐

 

 

 

 

On September 23, 2022, AcelRx Pharmaceuticals, Inc. (the “Company”), convened a virtual special meeting of stockholders (the “Special Meeting”), to adopt and approve a proposed amendment to the Company’s Amended and Restated Certificate of Incorporation and authorize the Board of Directors of the Company (the “Board”), in its sole discretion, to effect a reverse stock split of the outstanding shares of common stock of the Company (the “Common Stock”) at any time on or before the one year anniversary of the Special Meeting, at a reverse stock split ratio ranging from 1-for-10 to 1-for-30, as determined by the Board at a later date (the “Reverse Stock Split Proposal”).

 

At the Special Meeting, the stockholders voted on the Reverse Stock Split Proposal, which is described as Proposal 1 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2022 (the “Proxy Statement”). Each of the 147,331,963 shares of Common Stock outstanding on the record date for the Special Meeting and present either by attendance via live webcast or by proxy was entitled to one vote per share on the Reverse Stock Split Proposal, and each of the 3,000 shares of Series A Preferred Stock of the Company (“Series A Preferred”), constituting 100% of the outstanding shares of Series A Preferred, outstanding on the record date for the Meeting, all of which were present by proxy at the Meeting, were entitled to 1,000,000 votes per share with respect to the Reverse Stock Split Proposal. As described in the Proxy Statement, shares of Series A Preferred may only vote on the Reverse Stock Split Proposal (and any related proposal to adjourn the meeting to solicit additional proxies with respect to such proposal), vote with the Common Stock as a single class, and are, to the extent cast, voted in the same proportion as the aggregate shares of Common Stock (excluding any shares of Common Stock that are not voted) are voted on the Reverse Stock Split Proposal.

 

The final results for the proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock were as follows:

 

With respect to the shares of Common Stock present in person or by proxy at the Special Meeting, votes “For” were 53,371,108; votes “Against” were 25,270,193; votes abstaining or withheld were 383,282, and there were no broker non-votes. Including the votes of the Series A Preferred, voting results were as follows:

 

 

 

The proposal was approved.

 

 

 

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.