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

May 15, 2018

Date of Report (Date of earliest event reported)

 

ATYR PHARMA, INC.

(Exact name of registrant as specified in its charter)

 

 

(858) 731-8389

 (Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.      ☒

 

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Srinivas Akkaraju, M.D., Ph.D., completed his term as a director of aTyr Pharma, Inc. (the “Company”) and did not stand for reelection when his term as a Class III director expired at the Company’s 2018 Annual Meeting of Stockholders held on May 15, 2018 (the “Annual Meeting”).  Dr. Akkaraju previously served as a member of the Company’s Compensation Committee and the Company’s Strategic Alliance Committee.  Dr. Akkaraju’s decision not to stand for reelection was not a result of a disagreement with management regarding the Company’s operations, policies, practices or otherwise.  

 

 

The following proposals were submitted to the stockholders at the Annual Meeting:

 

(i) The election of two Class III directors, as nominated by the Board of Directors, to hold office until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified; and

 

(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2018.

 

(iii)The approval, under applicable NASDAQ listing rules, of the issuance of 11,429,760 shares of the Company’s common stock upon the conversion of 2,285,952 outstanding shares of the Company’s Class X Convertible Preferred Stock.

 

The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 3, 2018.

 

The number of shares of common stock entitled to vote at the annual meeting was 29,797,663.  The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 20,783,989.  All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

 

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

 

Proposal 1 – Election of Class III Directors

 

 

Proposal 2 – Ratification of the Appointment of Ernst and Young, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018.

 

 

Proposal 3 – Approval, under applicable NASDAQ listing rules, of the issuance of 11,429,760 shares of the Company’s common stock upon the conversion of 2,285,952 outstanding shares of the Company’s Class X Convertible Preferred Stock.

 

 

 

 

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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.

 

 

 

 

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