Current Report Filing (8-k)
09 Junho 2023 - 5:32PM
Edgar (US Regulatory)
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2023-06-08
2023-06-08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 9, 2023 (June 8, 2023)
AZIYO
BIOLOGICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39577 |
|
47-4790334 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
12510
Prosperity Drive, Suite 370,
Silver Spring, MD
20904
(Address
of principal executive offices) (Zip Code)
(240)
247-1170
(Registrant’s
telephone number, including area code)
N/A
(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:
¨ |
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 |
Class A
Common Stock, $0.001 par value per share |
|
AZYO |
|
The Nasdaq Capital Market |
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 x
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2023, the stockholders of Aziyo
Biologics, Inc. (the “Company”) approved the Aziyo Biologics, Inc. Amended and Restated 2020 Incentive Award Plan
(the “Plan”). The material terms of the Plan are summarized in the section captioned “Proposal No. 3 Approval of
the Aziyo Biologics, Inc. Amended and Restated 2020 Incentive Award Plan” of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”), which
description is incorporated herein by reference.
The foregoing description of the Plan does not
purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which was included as Annex
A to the Proxy Statement and is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Results of Operations and Financial Condition.
On June 8, 2023, the Company held its annual
meeting of stockholders. A total of 10,120,917 shares of the Company’s Class A common stock were present in person or represented
by proxy at the meeting, representing approximately 85.2% of the Company’s Class A common stock outstanding as of the April 13,
2023 record date. Following are the voting results for the proposals considered and voted upon at the meeting, each of which were described
in the Proxy Statement.
Item 1 – Election of two Class III
directors to serve until the Company’s annual meeting of stockholders to be held in 2026 and until their respective successors have
been duly elected and qualified.
|
Votes FOR |
Votes WITHHELD |
Broker Non-Votes |
David Colpman |
8,611,885 |
225,864 |
1,283,168 |
Kevin Rakin |
8,325,108 |
512,641 |
1,283,168 |
Item 2 – Ratification of the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2023.
Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes |
10,119,179 |
449 |
1,289 |
– |
Item 3 – Approval of the Aziyo Biologics, Inc.
Amended and Restated 2020 Incentive Award Plan.
Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes |
8,304,112 |
530,087 |
3,550 |
1,283,168 |
Based on the foregoing votes, David Colpman and
Kevin Rakin were elected as Class III directors, and Items 2 and 3 were approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
AZIYO BIOLOGICS, INC. |
|
(Registrant) |
|
|
Date: June 9, 2023 |
By: |
/s/ Matthew Ferguson |
|
Matthew Ferguson |
|
Chief Financial Officer |
Aziyo Biologics (NASDAQ:AZYO)
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