Filana Therapeutics (FLNA) investors back directors, plan changes and auditor

Rhea-AI Filing Summary

Filana Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders on June 11, 2026, where a quorum was reached with 24,559,776 shares present out of 48,307,896 entitled to vote, or approximately 51%.

Stockholders elected three directors to three-year terms, approved Amendment No. 2 to the 2018 Omnibus Incentive Plan, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026. They also approved 2025 executive compensation in a non-binding advisory vote, confirming the company’s pay practices while maintaining the existing board and governance structure.

8-K Event Classification

2 items: 5.02, 5.07

2 items

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.

Key Figures

Shares entitled to vote: 48,307,896 shares Shares represented: 24,559,776 shares Plan amendment votes for: 8,427,565 votes +3 more

6 metrics

Shares entitled to vote 48,307,896 shares Common stock entitled to vote at 2026 Annual Meeting

Shares represented 24,559,776 shares Shares present or by proxy at 2026 Annual Meeting (~51%)

Plan amendment votes for 8,427,565 votes Votes in favor of 2018 Omnibus Incentive Plan amendment

Auditor ratification votes for 22,671,610 votes Votes in favor of Ernst & Young LLP for 2026

Say-on-pay votes for 7,487,142 votes Votes approving 2025 executive compensation

Director votes for Pierre Gravier 9,069,595 votes For votes in director election

Key Terms

2018 Omnibus Incentive Plan, broker non-vote, independent registered public accounting firm, non-binding advisory vote, +1 more

5 terms

2018 Omnibus Incentive Plan financial

"the stockholders of the Company approved Amendment No. 2 to the Company’s 2018 Omnibus Incentive Plan"

broker non-vote financial

"including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes"

independent registered public accounting firm financial

"The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company"

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.

non-binding advisory vote financial

"The 2025 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

quorum financial

"24,559,776 shares, or approximately 51%, were represented at the 2026 Annual Meeting virtually or by proxy, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

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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 11, 2026

Filana Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-49105	91-1911336
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6801 N Capital of Texas Highway, Building 1; Suite 300

Austin, Texas 78731

(Address of principal executive offices, including zip code)

(512) 501-2444

(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 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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, $0.001 par value		FLNA		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

As described in Item 5.07 below, on June 11, 2026, at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Filana Therapeutics, Inc. (the “Company”), the stockholders of the Company approved Amendment No. 2 to the Company’s 2018 Omnibus Incentive Plan (as amended, the “2018 Plan”). A summary of key changes to the 2018 Plan follows:

● Increasing the authorized number of shares issuable thereunder by 4,000,000 shares (from 5,000,000 to 9,000,000 authorized shares).

● Extending the term of the Plan by two years, through and until January 31, 2030.

● Explicitly prohibiting repricing, replacing, or cash‑out of stock options or SARs without stockholder approval.

● Decreasing the maximum annual limit on compensation to non‑employee directors, expressed in both shares and dollar value, and

● Decreasing the maximum annual limit on equity awards to individuals granted during any single fiscal year.

For more information on the amendment, please see the related proposal in the Proxy Statement (as defined in Item 5.07 below).

The foregoing description of the 2018 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

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

The 2026 Annual Meeting of the Company was held at approximately 8:30 a.m. Central Time on June 11, 2026, pursuant to the Notice of Annual Meeting of Stockholders dated April 29, 2026 and duly delivered to all Company stockholders of record as of April 21, 2026. Of the 48,307,896 shares of the Company’s common stock entitled to vote at the 2026 Annual Meeting, 24,559,776 shares, or approximately 51%, were represented at the 2026 Annual Meeting virtually or by proxy, constituting a quorum. At the 2026 Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal One – Three (3) nominees for election or re-election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes:

Director	For	Withheld	Broker Non-Vote
Richard J. Barry	8,851,285	1,564,191	14,144,300
Pierre Gravier	9,069,595	1,345,881	14,144,300
Claude Nicaise, M.D.	8,924,355	1,491,121	14,144,300

Proposal Two – An amendment to the Company’s 2018 Omnibus Incentive Plan was approved based upon the following votes:

	For		Against		Abstain		Broker Non -Vote
	8,427,565		1,869,290		118,621		14,144,300

Proposal Three – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, was ratified based upon the following votes:

	For		Against		Abstain
	22,671,610		1,408,513		479,653

Proposal Four – The 2025 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote, based upon the following votes:

	For		Against		Abstain		Broker Non -Vote
	7,487,142		2,827,840		100,494		14,144,300

9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Filana Therapeutics, Inc. 2018 Omnibus Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FILANA THERAPEUTICS, INC.
	a Delaware corporation
Date: June 15, 2026
	By:	/s/ ERIC J. SCHOEN
		Eric J. Schoen
		Chief Financial Officer

FAQ

What key decisions were made at Filana Therapeutics (FLNA) 2026 annual meeting?

Stockholders elected three directors, approved changes to the 2018 Omnibus Incentive Plan, ratified Ernst & Young LLP as auditor for 2026, and backed 2025 executive pay in an advisory vote. These actions keep the company’s board, incentives, and audit relationship in place.

How many Filana Therapeutics (FLNA) shares were represented at the 2026 annual meeting?

A total of 24,559,776 shares were represented virtually or by proxy, out of 48,307,896 shares entitled to vote. This represented approximately 51% of eligible shares, meaning the meeting had a valid quorum to conduct official business.

Was Filana Therapeutics’ 2018 Omnibus Incentive Plan amendment approved by stockholders?

Yes, stockholders approved an amendment to the 2018 Omnibus Incentive Plan with 8,427,565 votes for, 1,869,290 against, 118,621 abstentions, and 14,144,300 broker non-votes. This maintains and modifies the company’s equity-based compensation framework for employees and directors.

Did Filana Therapeutics (FLNA) stockholders ratify Ernst & Young as auditor for 2026?

Yes, the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026 was ratified. There were 22,671,610 votes for, 1,408,513 against, and 479,653 abstentions, confirming continued use of this audit firm.

How did Filana Therapeutics (FLNA) stockholders vote on 2025 executive compensation?

Stockholders approved 2025 executive compensation in a non-binding advisory vote, with 7,487,142 votes for, 2,827,840 against, 100,494 abstentions, and 14,144,300 broker non-votes. This indicates stockholder support for the company’s recent pay decisions for named executive officers.

Which directors were elected at Filana Therapeutics’ 2026 annual meeting and how many votes did they receive?

Three directors were elected: Richard J. Barry (8,851,285 for), Pierre Gravier (9,069,595 for), and Claude Nicaise, M.D. (8,924,355 for). Each will serve a three-year term until a successor is elected and qualified.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 114.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.2 KB