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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 4, 2026
MoonLake
Immunotherapeutics
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-39630 |
|
98-1711963 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
Dorfstrasse 29
6300 Zug
Switzerland
(Address of principal executive offices, including zip code)
41 415108022
(Registrant’s telephone number, including area code)
N/A
(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 |
| Class A ordinary share, par value $0.0001 per share |
|
MLTX |
|
The 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. ☐
On Thursday, June 4, 2026, MoonLake Immunotherapeutics
(the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). As of the close of
business on April 9, 2026, the record date for the Annual Meeting, there were 72,852,170 Class A Ordinary Shares entitled to vote at the
meeting.
Item 5.02. Departure of Director or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting, the Company’s shareholders
approved an amendment and restatement of the Company’s 2022 Equity Incentive Plan (as so amended, the “Plan”) to increase
the number of Class A Ordinary Shares available for stock-based awards by 5,000,000 shares, remove liberal share recycling provisions,
incorporate a one-year minimum vesting requirement, revise the non-employee director compensation limits set forth therein, specify the
treatment of outstanding awards in the event of a change in control, extend the term of the Plan to June 4, 2036 and make certain other
administrative changes.
For additional information regarding the Plan, please
refer to the heading “Summary of the Incentive Plan” contained in Proposal 4 of the Company’s definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), which description
is incorporated herein by reference.
The foregoing description of the Plan and the summary
contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the
Plan, a copy of which is filed as Exhibit 10.1 with 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 Class I director nominee
was elected and the other proposals voted on were approved. The final voting results are set forth below:
| | |
Votes
For | | |
Votes
Withheld | | |
Broker
Non-Votes | |
| Proposal 1. Election of the Class I Director Nominee | |
| | |
| | |
| |
| ● |
Spike Loy | |
| 47,222,233 | | |
| 3,889,131 | | |
| 10,761,142 | |
| | |
Votes
For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
| Proposal 2. Ratification, by ordinary resolution, of Baker Tilly US, LLP as Independent Auditor | |
| 61,831,463 | | |
| 17,522 | | |
| 23,521 | | |
| 0 | |
| | |
Votes
For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
| Proposal 3. Advisory Vote on Executive Compensation | |
| 50,365,168 | | |
| 731,158 | | |
| 15,038 | | |
| 10,761,142 | |
| | |
Votes
For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
| Proposal 4. Approval of an Amendment and Restatement of the 2022 Equity Incentive Plan | |
| 50,599,032 | | |
| 498,186 | | |
| 14,146 | | |
| 10,761,142 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Exhibit Title or Description |
| |
|
| 10.1 |
|
MoonLake Immunotherapeutics Amended and Restated 2022 Equity 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
MoonLake Immunotherapeutics |
| |
|
|
| Date: June 9, 2026 |
By: |
/s/ Matthias Bodenstedt |
| |
|
Matthias Bodenstedt |
| |
|
Chief Financial Officer |
