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Avalo Therapeutics (AVTX) holders approve ESPP, elect 7 directors and ratify Ernst & Young

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Avalo Therapeutics, Inc. held its 2026 annual meeting on June 2, 2026. Stockholders elected seven directors to serve until the 2027 annual meeting. There were 26,714,337 shares outstanding as of the April 6, 2026 record date, with 22,672,284 shares, or about 85%, present or represented by proxy.

Stockholders approved the Second Amended and Restated 2016 Employee Stock Purchase Plan, which had been adopted by the board on April 2, 2026. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 26,714,337 shares Outstanding as of record date April 6, 2026
Shares represented 22,672,284 shares Present or by proxy at June 2, 2026 annual meeting (~85%)
ESPP approval votes for 14,513,683 shares Votes in favor of A&R 2016 ESPP
ESPP votes against 6,588,576 shares Votes against A&R 2016 ESPP
ESPP broker non-votes 1,569,682 shares Broker non-votes on A&R 2016 ESPP proposal
Auditor ratification votes for 22,513,332 shares Votes for ratifying Ernst & Young LLP for 2026
Auditor ratification votes against 153,320 shares Votes against ratifying Ernst & Young LLP
Auditor ratification abstentions 5,632 shares Abstentions on auditor ratification proposal
Second Amended and Restated 2016 Employee Stock Purchase Plan financial
"stockholders approved the Avalo Therapeutics, Inc. Second Amended and Restated 2016 Employee Stock Purchase Plan"
Broker Non-Votes financial
"For | Against | Abstain | Broker Non-Votes 14,513,683 | 6,588,576 | 343 | 1,569,682"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Emerging Growth Company regulatory
"Emerging Growth Company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Definitive Proxy Statement on Schedule 14A regulatory
"appears in the Company’s Definitive Proxy Statement on Schedule 14A"
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Understanding 8-K Material Events →
0001534120false00015341202026-06-022026-06-02


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 2, 2026

AVALO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)  
Delaware
(State or other jurisdiction of incorporation)
001-3759045-0705648
(Commission File Number)(IRS Employer Identification No.)
1500 Liberty Ridge Drive, Suite 321, Wayne, Pennsylvania 19087
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (410) 522-8707

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 Rule14a-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par ValueAVTXNasdaq 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 ☐

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.

(e) Equity Plan Amendments

As noted in Item 5.07 below, at the Avalo Therapeutics, Inc. (the “Company”) 2026 annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved the Avalo Therapeutics, Inc. Second Amended and Restated 2016 Employee Stock Purchase Plan (the “A&R 2016 ESPP”). The Company’s board of directors (the “Board”) adopted the A&R 2016 ESPP on April 2, 2026. A full description of the A&R 2016 ESPP appears in the Company’s Definitive Proxy Statement on Schedule 14A (including the annex thereto) filed with the Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”) and is incorporated herein by reference. A copy of the A&R 2016 ESPP is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On June 2, 2026, the Company held its Annual Meeting wherein its stockholders considered three proposals, each of which is described in more detail in the Proxy Statement. In connection with the Annual Meeting, there were 26,714,337 shares outstanding as of the record date, which was April 6, 2026, of which 22,672,284 shares, or approximately 85%, were present or represented by proxy. At the Annual Meeting, stockholders voted on the following items:

1.Proposal 1: To elect seven nominees to the Board to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following nominees were elected to the Board, with the voting results for each nominee as shown:
Name
For
Withheld
Broker Non-Votes
Michael Heffernan21,101,978624—
Garry Neil, M.D.21,101,0931,509—
Rita Jain, M.D.
21,101,2891,313—
Aaron Kantoff
21,078,66023,942—
Gilla Kaplan, Ph.D.21,093,0599,543—
Kevin Lind21,101,989613—
Samantha Truex
21,089,97512,627—

2.Proposal 2: To approve the A&R 2016 ESPP . This proposal was approved by the votes indicated below:

For
Against
Abstain
Broker Non-Votes
14,513,6836,588,5763431,569,682

3.Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal was approved by the votes indicated below.

For
Against
Abstain
Broker Non-Votes
22,513,332153,3205,632—



1

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits:

The following exhibits are being filed herewith:

Exhibit No. Description
10.1+
Avalo Therapeutics, Inc. Second Amended and Restated 2016 Employee Stock Purchase Plan.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Management contract or compensatory agreement.
2

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.

AVALO THERAPEUTICS, INC.
Date: June 8, 2026By:/s/ Christopher Sullivan
Christopher Sullivan
Chief Financial Officer



3

Source: View Original Filing on SEC EDGAR

FAQ

What key decisions were made at Avalo Therapeutics (AVTX) 2026 annual meeting?

Stockholders elected seven directors, approved an updated employee stock purchase plan, and ratified Ernst & Young LLP as auditor. These actions confirm the board slate, refresh the ESPP terms, and maintain the existing independent public accounting relationship for the 2026 fiscal year.

How many Avalo Therapeutics (AVTX) shares were entitled to vote at the 2026 annual meeting?

There were 26,714,337 shares outstanding as of the April 6, 2026 record date. Of these, 22,672,284 shares, or approximately 85%, were present or represented by proxy, indicating strong stockholder participation in the company’s 2026 governance decisions.

Did Avalo Therapeutics (AVTX) stockholders approve the Second Amended and Restated 2016 ESPP?

Yes, stockholders approved the Second Amended and Restated 2016 Employee Stock Purchase Plan. The vote was 14,513,683 shares for, 6,588,576 against, 343 abstentions, and 1,569,682 broker non-votes, supporting continued employee share purchase participation under revised plan terms.

Which auditor did Avalo Therapeutics (AVTX) stockholders ratify for the 2026 fiscal year?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026. The vote totaled 22,513,332 shares for, 153,320 against, and 5,632 abstentions, signaling broad stockholder support for continuing with the same audit firm.

Who was elected to the Avalo Therapeutics (AVTX) board at the 2026 meeting?

Seven nominees were elected: Michael Heffernan, Garry Neil, Rita Jain, Aaron Kantoff, Gilla Kaplan, Kevin Lind, and Samantha Truex. Each director received over 21 million shares voted in favor, with minimal withheld votes and no broker non-votes reported.

What was the stockholder turnout percentage at Avalo Therapeutics (AVTX) 2026 annual meeting?

Approximately 85% of eligible shares were present or represented by proxy. Specifically, 22,672,284 shares were represented out of 26,714,337 shares outstanding as of the April 6, 2026 record date, indicating high engagement in corporate governance matters.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents