[8-K] ARS Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

ARS Pharmaceuticals (Nasdaq: SPRY) filed an 8-K disclosing the voting results of its 2025 Annual Meeting held on June 25, 2025.

• All four Class II director nominees—Richard Lowenthal, Peter Kolchinsky, Brenton Saunders and Peter Thompson—were elected to serve until the 2028 meeting.
• Shareholders ratified Ernst & Young LLP as independent auditor for fiscal 2025 with 77,258,380 votes for (≈99.5%).

No other proposals were considered and the disclosure contains no material changes to strategy, operations or financial outlook.

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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

June 25, 2025

Date of Report (Date of earliest event reported)

ARS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39756		81-1489190
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11682 El Camino Real, Suite 120 San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 771-9307

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 obligations 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, $0.0001 par value per share		SPRY		The Nasdaq Stock Market LLC

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.

On June 25, 2025, ARS Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 28, 2025, the record date for the Annual Meeting, 98,210,512 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.

Proposal 1: Election of Directors

The Company’s stockholders elected the four persons listed below as Class II directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The final voting results are as follows:

Name of Director Elected		Votes For				Votes Withheld				Broker Non-Votes
Richard Lowenthal, M.S., MSEL			64,911,098				3,015,787				9,563,130
Peter Kolchinsky, Ph.D.			55,848,125				12,078,760				9,563,130
Brenton L. Saunders			56,161,307				11,765,578				9,563,130
Peter A. Thompson, M.D.			61,822,896				6,103,989				9,563,130

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

Votes For		Votes Against				Abstentions				Broker Non-Votes
77,258,380			162,857				68,778				0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 26, 2025				ARS Pharmaceuticals, Inc.
				By:		/s/ Richard Lowenthal
				Name:		Richard Lowenthal, M.S., MSEL
				Title:		President and Chief Executive Officer

FAQ

How many directors did SPRY shareholders elect at the 2025 annual meeting?

Shareholders elected four Class II directors: Richard Lowenthal, Peter Kolchinsky, Brenton Saunders and Peter Thompson.

Did SPRY shareholders approve the appointment of Ernst & Young as auditor for 2025?

Yes. The proposal received 77,258,380 votes for versus 162,857 against, equating to roughly 99.5% support.

When was SPRY's 2025 Annual Meeting of Stockholders held?

The meeting took place on June 25, 2025.

How many shares were entitled to vote at SPRY's 2025 Annual Meeting?

A total of 98,210,512 shares of common stock were outstanding and entitled to vote.