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  4. [8-K] KIORA PHARMACEUTICALS INC Reports Material Event

Kiora Pharmaceuticals (NASDAQ: KPRX) OKs 1.5M-share equity plan boost and re-elects directors

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Form Type
8-K

Rhea-AI Filing Summary

Kiora Pharmaceuticals, Inc. reported results from its 2026 annual meeting of stockholders. Stockholders approved an amendment to the 2024 Equity Incentive Plan, increasing the shares of common stock authorized for issuance under the plan by 1,500,000 shares.

Three Class II directors — Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. — were re-elected for terms running until the 2029 annual meeting, with over 1,029,000 votes cast for each nominee. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

Haskell & White LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026, receiving 2,358,943 votes for, 5,403 against, and 1,983 abstentions.

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.
Equity plan share increase 1,500,000 shares Increase in maximum shares under 2024 Equity Incentive Plan
Director votes – Walters-Hoffert 1,037,950 for / 7,719 withheld Class II director election at 2026 annual meeting
Director votes – Shapiro 1,030,543 for / 15,126 withheld Class II director election at 2026 annual meeting
Director votes – Tyle 1,029,403 for / 16,266 withheld Class II director election at 2026 annual meeting
Say-on-pay vote 1,019,325 for / 21,670 against Non-binding advisory approval of executive compensation
Auditor ratification votes 2,358,943 for / 5,403 against Ratification of Haskell & White LLP for FY ending Dec. 31, 2026
Broker non-votes on Proposal 4 1,320,660 Amendment of 2024 Equity Incentive Plan
2024 Equity Incentive Plan financial
"an amendment to the Company’s 2024 Equity Incentive Plan (the “2024 Plan”)"
non-binding advisory basis financial
"the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"the appointment of Haskell & White 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.
broker non-votes financial
"Votes For | Votes Against | Votes Abstained | Broker Non-Votes"
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.
definitive proxy statement regulatory
"as disclosed in the definitive proxy statement filed with respect to the Annual Meeting"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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Understanding 8-K Material Events →
0001372514false00013725142026-06-102026-06-10

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 10, 2026
KIORA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-3667298-0443284
(Commission File Number)(IRS Employer Identification No.)

169 Saxony Rd..
Suite 212
Encinitas, CA 92024
(858) 224-9600
(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:
☐
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, $0.01 par valueKPRXNASDAQ
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.

On June 10, 2026, Kiora Pharmaceuticals, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s common stock available for issuance under the 2024 Plan by 1,500,000 shares.

A detailed summary of the material features of the 2024 Plan, as amended by the Plan Amendment, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). That summary and the foregoing description of the Plan Amendment are qualified in their entirety by reference to the full text of the 2024 Plan, as amended by the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 10, 2026, the Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1.     the election of Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. as Class II Directors, as nominated by the Company’s board of directors (the “Board”), for a three-year term, such term to continue until the annual meeting of stockholders in 2029 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;

2.     the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the definitive proxy statement filed with respect to the Annual Meeting;

3.    the ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

4.     the approval of the amendment of the 2024 Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares.

The voting results are reported below.

Proposal 1 – Election of Directors

Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. were elected as Class II Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2029 and until such directors’ successors are duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:

NameVotes ForVotes WithheldBroker Non-Votes
Lisa Walters-Hoffert1,037,9507,7191,320,660
Aron Shapiro1,030,54315,1261,320,660
Praveen Tyle, Ph.D.1,029,40316,2661,320,660


Proposal 2 - Approval, on a Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers

The compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with respect to the Annual Meeting was approved on a non-binding basis. The results of the vote were as follows:

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
1,019,32521,6704,6741,320,660




Proposal 3 - Ratification of the Appointment of Haskell & White LLP

The appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:


Votes ForVotes AgainstVotes Abstained
2,358,9435,4031,983


Proposal 4 - Approval of the Amendment of the 2024 Equity Incentive Plan

The amendment of the 2024 Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares was approved. The results of the vote were as follows:


Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
732,106311,9871,5761,320,660


Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 
Number		Title
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.1
Kiora Pharmaceuticals Inc 2024 Equity Compensation Incentive Plan, as amended


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 thereunto duly authorized.
KIORA PHARMACEUTICALS, INC.
By:/s/ Melissa Tosca
Melissa Tosca
Chief Financial Officer
(Principal financial and accounting officer)
Date: June 10, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Kiora Pharmaceuticals (KPRX) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to the 2024 Equity Incentive Plan adding 1,500,000 shares and ratified Haskell & White LLP as auditor. They also re-elected three Class II directors and approved executive compensation on a non-binding advisory basis.

How many additional shares were authorized under Kiora Pharmaceuticals’ 2024 Equity Incentive Plan?

Stockholders approved an increase of 1,500,000 shares under the 2024 Equity Incentive Plan. These shares may be used for equity-based compensation awards, as described in the company’s proxy statement and the plan document filed as an exhibit.

Which directors were re-elected to Kiora Pharmaceuticals’ board at the 2026 meeting?

Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. were re-elected as Class II directors. Their terms run until the 2029 annual stockholder meeting, or until successors are elected and qualified or earlier resignation or removal.

How did Kiora Pharmaceuticals’ stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of the named executive officers on a non-binding advisory basis, with 1,019,325 votes for, 21,670 against, 4,674 abstentions, and 1,320,660 broker non-votes recorded on the proposal.

Who is Kiora Pharmaceuticals’ independent registered public accounting firm for 2026?

Haskell & White LLP was ratified as Kiora Pharmaceuticals’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 2,358,943 votes for, 5,403 against, and 1,983 abstentions, with no broker non-votes.

What were the vote totals for Kiora Pharmaceuticals’ director elections in 2026?

For the Class II directors, votes for ranged from 1,029,403 to 1,037,950, with 7,719 to 16,266 votes withheld and 1,320,660 broker non-votes for each nominee, under a plurality election standard where votes against were not applicable.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents