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8-K
false000126099000012609902022-06-162022-06-16

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 16, 2022

Oncternal Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-50549

 

62-1715807

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer Identification No.)

 

12230 El Camino Real

Suite 230
San Diego, CA 92130

(858) 434-1113

 

 

(Address and zip code; telephone number, including area code, of registrant’s principal executive offices)

 

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 (see General Instruction A.2. below):

 

☐

Written communication 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 $0.001 per share

 

ONCT

 

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.

 

Oncternal Therapeutics, Inc. (“Oncternal”) held its annual meeting of stockholders on June 16, 2022. The following is a brief description of each matter voted upon at the meeting and 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.

 

1.
The election of three nominees to serve as Class III directors for a three-year term to expire at the 2025 annual meeting of stockholders. The following three Class III directors were re-elected by the votes indicated.

 

 

For

Withheld

Broker

 

 

Non-Votes

 

James B. Breitmeyer, M.D., Ph.D.

14,637,388

 

805,665

 

14,942,467

 

 

Michael G. Carter, M.B., Ch.B., F.R.C.P.

14,669,455

 

773,598

 

14,942,467

 

 

David F. Hale

12,087,686

 

3,355,367

 

14,942,467

 

 

 

2.
The ratification of the appointment of BDO USA, LLP, as Oncternal’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The selection was ratified by the votes indicated:

 

 

For

 

Against

Abstain

Broker Non-Votes

29,743,010

 

453,992

 

188,518

 

0

 

1

 

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.

 

 

Oncternal Therapeutics, Inc.

 

 

Date: June 17, 2022

By:

/s/ Chase C. Leavitt

 

 

 

Name: Chase C. Leavitt

 

 

 

Title: General Counsel & Secretary

 

2