PSTV shareholders OK $50M Lincoln Park financing and 1-for-2 to 1-for-250 reverse split

Rhea-AI Filing Summary

Plus Therapeutics reported the results of its August 7, 2025 annual meeting. Of 60,490,101 shares outstanding at the June 18, 2025 record date, 29,973,272 shares were represented, constituting a quorum. All director nominees listed in the proxy were elected, with individual "for" votes generally in the range of 18.7 million to 18.94 million and 10,294,600 broker non-votes recorded for those director elections.

Stockholders approved several material proposals: authorization to potentially issue up to $50.0 million of common stock (plus up to $1.0 million as a commitment fee) to Lincoln Park Capital under the June 17, 2025 purchase agreement; discretionary authority for the board to effect a reverse stock split at any ratio between 1-for-2 and 1-for-250; an advisory approval of named executive officer compensation; and the fifth amendment and restatement of the 2020 Stock Incentive Plan.

Positive

• Shareholder approval of the potential issuance enabling up to $50.0 million in common stock sales to Lincoln Park under the purchase agreement
• Authorization for the board to implement a reverse stock split within a defined range (1-for-2 to 1-for-250), providing flexibility over share structure
• All nominated directors were elected, confirming the board slate
• Approval of the fifth amendment and restatement of the 2020 Stock Incentive Plan, updating equity compensation framework

Negative

• Potential dilution from the authorized issuance of up to $50.0 million of common stock to Lincoln Park, which could increase shares outstanding if utilized
• Broad reverse-split range (up to 1-for-250) could materially reduce the outstanding share count if the board elects to implement a high-ratio split
• Low shareholder participation: only 29,973,272 of 60,490,101 shares were represented at the meeting, and several proposals show significant broker non-votes (notably 10,294,600)

Insights

Corporate Governance Expert

TL;DR Stockholders granted significant corporate authorities: a financing issuance to Lincoln Park and broad reverse-split discretion.

The issuance approval authorizes the company to sell up to $50.0 million of common stock plus up to $1.0 million as a commitment fee to Lincoln Park Capital under the existing purchase agreement. This provides the board with a financing mechanism that was expressly ratified by shareholders for Nasdaq rule compliance. The reverse split authorization permits the board to combine shares at any ratio from 1-for-2 up to 1-for-250, giving broad flexibility over capital structure. Shareholder turnout showed 29,973,272 votes cast out of 60,490,101 outstanding shares, and meaningful broker non-votes appeared on several proposals, which affected vote totals.

Securities Analyst

TL;DR Meeting outcomes are material: financing authority and reverse-split power were approved; both can alter share count and capital available.

The issuance vote passed with 18,469,325 votes in favor and 1,114,462 against, with 94,885 abstentions and 10,294,600 broker non-votes recorded. The reverse split was approved decisively with 25,678,339 votes for and 4,151,673 against (no broker non-votes on that item). Advisory compensation and the amended stock incentive plan were also approved, with vote tallies reflected in the filing. These are material governance actions that give the board tools to address capital and listing matters; the filing documents the precise vote counts for investor review.

NASDAQ 0001095981 false 0001095981 2025-08-07 2025-08-07

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): August 7, 2025

PLUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34375		33-0827593
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2710 Reed Road, Suite 160, Houston, Texas 77051

(Address of principal executive offices, with zip code)

(737) 255-7194

(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 (see General Instructions 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 Stock, par value $0.001		PSTV		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. ☐

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

The 2025 Annual Meeting of Stockholders of Plus Therapeutics, Inc. (the “Company”) was held on August 7, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 21, 2025 (the “Proxy Statement”).

The Company had 60,490,101 shares of common stock issued and outstanding at the close of business on June 18, 2025, the record date for eligibility to vote at the Annual Meeting. The holders of 29,973,272 shares of the Company’s issued and outstanding common stock were represented in person virtually or represented by valid proxy at the Annual Meeting, constituting a quorum.

The vote results detailed below represent final results as certified by the inspector of elections.

Proposal No. 1 - Election of Directors.

The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board of Directors of the Company (the “Board”) to hold office for a term expiring at the Company’s Annual Meeting of Stockholders in 2026 and until each such person’s successors is duly elected and qualified, or until his or her earlier death, resignation or removal:

		Votes For				Votes Withheld				Broker Non-Votes
Howard Clowes			18,904,550				774,122				10,294,600
An van Es-Johansson, M.D.			18,743,348				935,324				10,294,600
Richard J. Hawkins			18,920,875				757,797				10,294,600
Marc H. Hedrick, M.D.			18,764,355				914,317				10,294,600
Robert Lenk, Ph.D.			18,934,411				774,261				10,294,600
Kyle Guse, Esq., MBA, CPA			18,698,728				979,944				10,294,600

Proposal No. 2 - Issuance Proposal.

The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of (i) up to Fifty Million Dollars ($50,000,000) of shares of our common stock and (ii) up to One Million Dollars ($1,000,000) of shares of our common stock as a commitment fee, in each case issuable to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to the Company’s purchase agreement with Lincoln Park, dated as of June 17, 2025. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
18,469,325		1,114,462		94,885		10,294,600

Proposal No. 3 - Reverse Stock Split Proposal.

The Company’s stockholders granted discretionary authority to the Board to (i) amend our Certificate of Incorporation, as amended, to combine outstanding shares of our common stock, into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-two (1-for-2) to a maximum of a one-for-two hundred fifty (1-for-250), with the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within twelve (12) months of the date the proposal is approved by stockholders. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,678,339		4,151,673		143,260		0

Proposal No. 4 - Advisory Vote on the Compensation of Our Named Executive Officers.

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
16,714,842		858,028		2,105,802		10,294,600

Proposal No. 5 - Amendment and Restatement of the Company’s 2020 Stock Incentive Plan.

The Company’s stockholders approved the fifth amendment and restatement of the Company’s 2020 Stock Incentive Plan. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
16,886,510		761,060		2,031,102		10,294,600

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.

Date: August 12, 2025

PLUS THERAPEUTICS, INC.
By:		/s/ Marc H. Hedrick, M.D.
		Marc H. Hedrick, M.D. President and Chief Executive Officer

FAQ

What did Plus Therapeutics (PSTV) shareholders approve at the August 7, 2025 meeting?

Shareholders approved director elections, authorization to potentially issue up to $50.0 million (plus $1.0 million commitment fee) to Lincoln Park, a reverse split authority (1-for-2 to 1-for-250), an advisory approval of executive compensation, and an amendment to the 2020 Stock Incentive Plan.

How many Plus Therapeutics (PSTV) shares were outstanding and how many voted?

There were 60,490,101 shares outstanding at the June 18, 2025 record date and 29,973,272 shares were represented at the meeting.

What vote totals approved the issuance to Lincoln Park for PSTV?

The issuance proposal passed with 18,469,325 votes in favor, 1,114,462 against, and 94,885 abstentions, with 10,294,600 broker non-votes.

What reverse split authority did PSTV shareholders grant?

Shareholders granted discretionary authority to combine outstanding shares at a ratio anywhere between 1-for-2 and 1-for-250, to be determined by the board and exercisable within 12 months of approval.

Were executive compensation and the stock incentive plan approved for PSTV?

Yes. The advisory vote on named executive officer compensation passed (16,714,842 for), and the fifth amendment and restatement of the 2020 Stock Incentive Plan was approved (16,886,510 for).