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2025-06-30
2025-06-30
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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 30, 2025
| |
Entero Therapeutics, Inc. |
|
| |
(Exact name of registrant as specified in its charter) |
|
| Delaware |
|
001-37853 |
|
46-4993860 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
777 Yamato Road, Suite 502
Boca Raton, Florida |
|
33431 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (561) 589-7020
Not Applicable
(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:
| ¨ |
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 $0.0001 per share |
|
ENTO |
|
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. |
One June 30, 2025, at the 2025 Annual Meeting
of Stockholders (the “Annual Meeting”) of Entero Therapeutics, Inc. (the “Company”), the stockholders voted on
the five proposals listed below and approved each proposal. The proposals are described in detail in the Company’s definitive proxy
statement for the Annual Meeting filed with the Securities and Exchange Commission on June 4, 2025 (the “Proxy Statement”).
The final results for the votes regarding each proposal are set forth below.
| 1. | The stockholders elected each of Edward J. Borkowski, Richard Paolone, Eric Corbett, Manpreet Uppal and
Jack Syage to serve on the Company’s board of directors for a term of one year expiring at the annual meeting of stockholders to
be held in 2026 or until their respective successors are duly elected and qualified. The tabulation of votes with respect to the election
of such directors was as follows: |
| Nominees | |
Votes For | |
Votes Withheld | |
Broker Non-Votes |
| Edward J. Borkowski | |
469,379 | |
38,279 | |
1,328,218 |
| Richard Paolone | |
450,118 | |
57,540 | |
1,328,218 |
| Eric Corbett | |
450,123 | |
57,535 | |
1,328,218 |
| Manpreet Uppal | |
449,544 | |
58,114 | |
1,328,218 |
| Jack Syage | |
434,283 | |
73,375 | |
1,328,218 |
| 2. | The stockholders voted to approve the adoption and approval of an amendment to our Amended and Restated
Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of Common Stock, at a specific
ratio, ranging from 1:2 to 1:20, at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be
determined by the Board without further approval or authorization of our stockholders. The tabulation of votes with respect to this proposal
was as follows: |
| Vots For |
|
Votes Aginst |
|
Abstension |
| |
|
|
|
|
| 1,491,305 |
|
338,151 |
|
6,420 |
| 3. | The stockholder voted to approve, on an advisory basis, the executive compensation of the Company’s
named executive officers as described in the Proxy Statement. The tabulation of votes with respect to this proposal was as follows: |
| Vots For |
|
Votes Aginst |
|
Abstension |
|
Broker Non-Votes |
| |
|
|
|
|
|
|
| 415,176 |
|
77,434 |
|
15,048 |
|
1,328,218 |
| 4. | The stockholders voted to approve the ratification of the appointment of Machias Gini & O’Connell
LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025.
The tabulation of votes with respect to this proposal was as follows: |
| Vots For |
|
Votes Aginst |
|
Abstension |
| |
|
|
|
|
| 1,697,355 |
|
124,752 |
|
13,769 |
| 5. | The stockholders approved the adjournment of the Annual Meeting to the extent that there were insufficient
proxies at the Annual Meeting to approve any one or more of the foregoing proposals. The tabulation of votes with respect to this proposal
was as follows: |
| Vots For |
|
Votes Aginst |
|
Abstension |
| |
|
|
|
|
| 1,604,274 |
|
225,916 |
|
5,686 |
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.
| |
Entero Therapeutics, Inc. |
| |
|
| July 2, 2025 |
By: |
/s/ Richard Joel Paolone |
| |
Name: |
Richard Joel Paolone |
| |
Title: |
Interim Chief Executive Officer |
