UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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.
On Monday, June 5, 2023, 89bio, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at 9:00 a.m. Pacific Time. As of the close of business on April 6, 2023, the record date for the Annual Meeting, there were 72,867,705 shares of common stock, par value $0.001 per share (the “Common Stock”), entitled to vote at the meeting.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) to increase the number of authorized shares of Common Stock from 100,000,000 to 200,000,000 and to increase the total number of authorized shares from 110,000,000 to 210,000,000 (the “Amendment”).
On June 8, 2023, the Company filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.
The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, each of the Company’s director nominees was elected and the other proposals voted on were approved. The final voting results are set forth below:
| Votes For |
Votes Withheld |
Broker Non-Votes |
||||||||||||
| Proposal 1. Election of Class I Directors | ||||||||||||||
| ● Rohan Palekar |
56,557,195 | 93,635 | 6,557,271 | |||||||||||
| ● Edward Morrow Atkinson III, Ph.D. |
44,831,472 | 11,819,358 | 6,557,271 | |||||||||||
| ● Gregory Grunberg, M.D. |
44,801,040 | 11,849,790 | 6,557,271 | |||||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Proposal 2. Approval of an Amendment to the Certificate of Incorporation | 63,041,980 | 130,936 | 35,185 | 0 | ||||||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Proposal 3. Ratification of KPMG LLP as Independent Auditor | 63,185,388 | 17,074 | 5,639 | 0 | ||||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of 89bio, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| 89bio, Inc. | ||||||
| Date: June 9, 2023 | By: | /s/ Rohan Palekar | ||||
| Rohan Palekar | ||||||
| Chief Executive Officer | ||||||