false 0000715446 0000715446 2024-03-21 2024-03-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 21, 2024

 

ANIXA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37492   11-2622630
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

3150 Almaden Expressway, Suite 250 San Jose, CA   95118
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (408) 708-9808

 

(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 to 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))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   ANIX   The NASDAQ Stock Market LLC

 

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.

 

On March 21, 2024, Anixa Biosciences, Inc. (the “Company”) completed its 2024 annual meeting of stockholders (the “Annual Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 31,711,753 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 18,521,786 shares. At the Annual Meeting, the Company’s stockholders (i) re-elected Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. as directors, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (iii) ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

 

Proposal No. 1 – Election of directors

 

Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. were each re-elected to serve until the 2025 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:

 

Nominee  Shares Voted For   Shares Withheld   Broker Non-Vote 
Dr. Amit Kumar   7,894,499    82,654    10,544,633 
Dr. Arnold Baskies   7,857,006    120,147    10,544,633 
Emily Gottschalk   7,853,085    124,068    10,544,633 
Lewis H. Titterton, Jr.   7,718,162    258,991    10,544,633 

 

Proposal No. 2 – Approval, by non-binding advisory vote, of the Company’s executive compensation

 

The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 6,010,385    1,843,353    123,415    10,544,633 

 

Proposal No. 3 – Ratification of the appointment of independent registered public accounting firm

 

The appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024 was ratified. The voting results were as follows:

 

Shares Voted For   Shares Voted Against   Shares Abstaining   Broker Non-Vote 
 18,390,227    80,392    51,167    - 

 

Item 7.01 Regulation FD Disclosure.

 

Attached as Exhibit 99.1 to this Current Report is the form of presentation of the Company which was used by management at its Annual Meeting. This presentation may be used by the Company in the future at meetings with investors, analysts or others, in whole or in part and possibly with modifications from time to time.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.   Description
     
99.1   Presentation
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.

 

Dated: March 22, 2024

 

  ANIXA BIOSCIENCES, INC.
   
  By: /s/ Michael J. Catelani
  Name: Michael J. Catelani
  Title: President, Chief Operating Officer and Chief Financial Officer