false
0001408443
A8
00-0000000
QC
0001408443
2026-06-10
2026-06-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 10, 2026
MILESTONE
PHARMACEUTICALS INC.
(Exact name of registrant as specified in its
charter)
| Québec |
|
001-38899 |
|
Not
applicable |
| (state or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| 1111
Dr. Frederik-Philips Boulevard, |
|
|
| Suite
420 |
|
|
| Montréal,
Québec CA |
|
H4M
2X6 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including area
code: (514)
336-0444
(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
Shares |
|
MIST |
|
The
Nasdaq Stock Market LLC |
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; Compensation Arrangements of Certain Officers. |
At the 2026 annual meeting
of shareholders held on June 10, 2026 (the “Annual Meeting”), the shareholders of Milestone Pharmaceuticals Inc.
(the “Company”) approved an amendment to the Company’s 2019 Equity Incentive Plan, as amended (the “2019
EIP”), to, among other things, increase the number of ordinary shares authorized for issuance by 6,800,000 shares.
A more detailed summary of
the material features of the 2019 EIP, as amended, including the terms of equity grants thereunder, 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
“2026 Proxy Statement”). That summary and the foregoing description is qualified in its entirety by reference to the
text of the 2019 EIP, as amended, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the
Company’s shareholders voted on four proposals, each of which is described in more detail in the 2026 Proxy Statement. The following
is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for, withheld
or against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
| Proposal 1. |
Election of Directors |
The Company’s shareholders
elected the nominees below to the Company’s board of directors (the “Board”), each to hold office until the Company’s
2027 annual meeting of shareholders (the “2027 Annual Meeting”), or until their successors are duly elected or appointed
or until such directors’ earlier resignation or removal. The votes regarding the election of directors were as follows:
| Nominee | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Joseph Oliveto | |
| 23,968,376 | | |
| 3,390,500 | | |
| 48,581,157 | |
| Stuart M. Duty | |
| 24,188,870 | | |
| 3,170,005 | | |
| 48,581,158 | |
| Seth H.Z. Fischer | |
| 24,199,513 | | |
| 3,159,363 | | |
| 48,581,157 | |
| Lisa M. Giles | |
| 24,212,031 | | |
| 3,146,845 | | |
| 48,581,157 | |
| Joseph C. Papa | |
| 23,437,235 | | |
| 3,921,639 | | |
| 48,581,159 | |
| Andrew R. Saik | |
| 24,111,218 | | |
| 3,247,657 | | |
| 48,581,158 | |
| Michael Tomsicek | |
| 24,205,006 | | |
| 3,153,870 | | |
| 48,581,157 | |
| Robert J. Wills | |
| 23,506,189 | | |
| 3,852,686 | | |
| 48,581,158 | |
| Proposal 2. |
Appointment of the Auditor |
Proposal 2 was a proposal
to ratify the selection by the Company’s Audit Committee of PricewaterhouseCoopers LLP as the auditor for the Company until the
close of the 2027 Annual Meeting and the authorization of the Board to fix the auditor’s remuneration. The votes regarding the ratification
of the selection of the Company’s auditor were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | |
| | 75,025,285 | | |
| 249,836 | | |
| 664,912 | |
| Proposal 3. |
2019 Equity Plan Amendment |
Proposal 3 was a proposal
to approve the 2019 EIP, as amended, to, among other things, increase the number of ordinary shares authorized for issuance by 6,800,000
shares. The votes regarding the 2019 EIP were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 19,262,773 | | |
| 5,479,043 | | |
| 2,617,059 | | |
| 48,581,158 | |
| Proposal 4. |
Advisory Vote on Executive Compensation |
Proposal 4 was a proposal
for a non-binding advisory vote on the compensation of the Company’s named executive officers. The votes regarding the non-binding
advisory vote were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 19,665,705 | | |
| 6,990,920 | | |
| 702,247 | | |
| 48,581,161 | |
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Milestone Pharmaceuticals Inc. 2019 Equity Incentive Plan, as Amended |
| |
|
|
| 104 |
|
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document |
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.
| MILESTONE PHARMACEUTICALS INC. |
|
| |
|
| By: |
/s/Amit Hasija |
|
| |
Amit Hasija |
|
| |
Chief Financial Officer |
|
Dated: June 15, 2026