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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
November
6, 2026
(Date
of earliest event reported)
CHRONOSCALE
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-37854 |
|
42-3357005 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
| 2440
Sand Hill Road, Suite 400, Menlo Park, CA |
|
94025 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(650)
977-4969
(Registrant’s
telephone number, including area code)
(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
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 |
| Common
Stock, par value $0.001 per share |
|
CHRN |
|
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
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
On
November 6, 2026, ChronoScale Holdings Corporation (the “Company”) held its annual meeting of stockholders (the “Annual
Meeting”). The matters voted on at the Annual Meeting were: (1) the election of directors, (2) the ratification of CBIZ CPAs
P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027, (3) the approval,
on an advisory basis, of the executive compensation of the Company’s named executive officers, (4) the ratification of certain
restricted stock awards granted to non-employee directors, and (5) the approval of the adjournment of the Annual Meeting to a later date
or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes
for, or otherwise in connection with, the approval of any one or more of the foregoing proposals. The final voting results were as follows:
1.
The election of each of Wes Cummins, Ella Benson, Ying Cenly Chen, William M. Clancy, Douglas Miller, Richard Nottenburg and Andrew Schaap
as directors to hold office until the Company’s 2027 Annual Meeting of Stockholders, in each case, until his or her successor is
duly elected and qualified or he or she is otherwise unable to complete his or her term. The votes were cast for this matter as follows:
| Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| Wes
Cummins |
|
141,051,576 |
|
12,406 |
|
1,382,624 |
| Ella
Benson |
|
141,056,198 |
|
7,784 |
|
1,382,624 |
| Ying
Cenly Chen |
|
141,057,012 |
|
6,970 |
|
1,382,624 |
| William
M. Clancy |
|
141,058,257 |
|
5,725 |
|
1,382,624 |
| Douglas
Miller |
|
141,058,245 |
|
5,737 |
|
1,382,624 |
| Richard
Nottenburg |
|
141,058,328 |
|
5,654 |
|
1,382,624 |
| Andrew
Schaap |
|
141,058,244 |
|
5,738 |
|
1,382,624 |
2.
The votes were cast as follows with respect to the proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent
registered public accounting firm for the fiscal year ending May 31, 2027:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 142,417,127 |
|
20,556 |
|
8,923 |
3.
The votes were cast as follows with respect to the proposal to approve, on an advisory basis, the compensation of the Company’s
named executive officers as described in the Company’s definitive proxy statement:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 141,001,650 |
|
53,135 |
|
9,197 |
|
1,382,624 |
4.
The votes were cast as follows with respect to the proposal to ratify certain restricted stock awards to non-employee directors:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 140,412,964 |
|
642,461 |
|
8,557 |
|
1,382,624 |
5.
The votes were cast as follows with respect to the proposal to approve the adjournment of the Annual Meeting to a later date or dates,
if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or
otherwise in connection with, the approval of any one or more of the foregoing proposals:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 141,565,630 |
|
815,179 |
|
65,797 |
SIGNATURE
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| Dated: |
November
6, 2026 |
By: |
/s/
Jerome Wong |
| |
|
Name: |
Jerome
Wong |
| |
|
Title: |
Chief
Financial Officer |
