Item 5.07
Submission of Matters to a Vote of Security Holders.
On January 4, 2019, the Company reconvened its Special Meeting of Stockholders (the “Special Meeting”), which was previously convened
and adjourned on December 14, 2018. The following is a brief description of each matter submitted to a vote at the Special Meeting on January 4, 2019, as well as the number of votes cast for, withheld or against, the number of abstentions and the
number of broker non-votes with respect to each matter, as applicable. For more information about these proposals, please refer to the proxy statement/prospectus/information statement contained in the registration statement on Form S-4 filed by the
Company on November 20, 2018 and declared effective by the Securities and Exchange Commission (the “SEC”) on November 20, 2018 (the “Proxy Statement”).
The number of shares of the Company’s common stock entitled to vote at the Special Meeting was 28,167,329. The number of shares of the
Company’s common stock present or represented by valid proxy at the Special Meeting was 21,865,784. All matters submitted to a binding vote of stockholders at the Special Meeting were approved as described below.
Proposal No. 1:
Stockholders approved the Merger Agreement, a copy of which is attached as Annex A to the Proxy Statement, and the transactions
contemplated thereby, including the Merger and the issuance of shares of Apricus common stock to Seelos’ stockholders pursuant to the terms of the Merger Agreement. The results of the voting included 15,376,368 votes for, 535,796 votes against,
78,551 votes abstained and 5,875,069 broker non-votes.
Proposal No. 2:
Stockholders approved
a reverse stock split of Apricus common stock,
at a ratio of one post-split share for every thirty shares outstanding immediately prior to the reverse stock split.
The results of the voting included 14,292,620 votes for, 1,618,831
votes against, 79,264 votes abstained and 5,875,069 broker non-votes.
Proposal No. 3:
Stockholders approved an amendment to the amended and restated articles of incorporation of Apricus to change the corporate name of Apricus
from “Apricus Biosciences, Inc.” to “Seelos Therapeutics, Inc.” in the form attached as Annex C to the Proxy Statement. The results of the voting included 15,326,307 votes for, 458,048 votes against, 206,360 votes abstained and 5,875,069 broker
non-votes.
Proposal No. 4:
Stockholders approved
an amendment to the amended and restated
articles of incorporation of Apricus to increase the number of authorized shares of Apricus common stock to a total number of 120,000,000 shares, in the form attached as Annex D to the Proxy Statement
. The results of the voting included 18,828,162 votes for, 2,848,769 votes against, 188,853 votes abstained and no broker non-votes.
Proposal No. 5:
Stockholders approved
an amendment and restatement of the Apricus
2012 Stock Long Term Incentive Plan (the “2012 Plan”) to, among other things, increase the total number of shares of Apricus common stock currently available for issuance under the 2012 Plan by 9,200,000 shares, prior to giving effect to the
reverse split to be effected in connection with the Merger, in the form attached as Annex E to the Proxy Statement
. The results of the voting included 12,587,919 votes for, 2,471,570
votes against, 931,226 votes abstained and 5,875,069 broker non-votes.
Proposal No. 6:
Stockholders approved
the issuance of: (a) shares of Apricus
common stock upon the exercise of the Investor Warrants to be issued in the Financing, and (b) additional shares of Apricus common stock that may be issued following the closing of the Financing, in each case pursuant to the Purchase Agreement and
as required by and in accordance with Nasdaq Listing Rule 5635
. The results of the voting included 13,621,749 votes for, 1,351,793 votes against, 1,017,173 votes abstained and 5,875,069
broker non-votes.
Proposal No. 7:
Stockholders approved,
on a non-binding, advisory basis, the compensation that will be paid or may become payable to Apricus’ named executive officers in connection with the Merger
.
The results of the voting included 12,985,316 votes for, 1,949,511 votes against, 1,055,888 votes abstained and 5,875,069 broker non-votes.
Proposal No. 8:
Stockholders approved
an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 or 2
. The
results of the voting included 13,652,291 votes for, 2,083,559 votes against, 254,865 votes abstained and 5,875,069 broker non-votes.