July 2, 2013
/PRNewswire/ -- Cardium Therapeutics (NYSE MKT: CXM) today reported the voting results of its reconvened annual meeting of stockholders held earlier today. The annual meeting had been temporarily adjourned to allow for additional time for stockholders to vote on the proposed reverse stock split and a charter amendment to increase authorized stock (which would only be entered in the event that the reverse stock split was not approved).
At the meeting, stockholders approved the proposed reverse split, with a majority of the issued and outstanding shares voted in favor of the proposal. Of the shares represented and voted at the meeting, a super majority (more than 67%) of shareholders supported the reverse split proposal. The charter amendment was likewise favored by a super majority of shares voted but did not receive the requisite vote from a majority of the issued and outstanding common stock, and it would not in any case have been entered since the reverse split was approved. Both of these proposals received favorable support and a "For" vote recommendation by Glass Lewis and Institutional Shareholder Services (ISS), leading independent proxy and corporate governance advisory firms.
As previously reported, at the
June 6, 2013
annual meeting, stockholders approved the following matters: (a) the re-election of the Company's Class I Directors, which included
Edward W. Gabrielson
, M.D. and
Lon E. Otremba
, each to serve for a three-year term; (b) the compensation paid to the Company's named executive officers; (c) establishment of a three-year advisory say on pay frequency; (d) the sale of certain Series A preferred stock; and (e) ratification of the selection of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending
, 2013. The final vote totals for the matters acted upon by stockholders at the annual meeting will be reported in a Form 8-K filing with the SEC.
As a result of the matters approved by stockholders at today's annual meeting, Cardium plans to complete the second closing of the remaining 1,656 shares of Series A convertible preferred stock under the
registered direct offering for gross proceeds of approximately
and effect a 20:1 reverse stock split of the Company's common stock, which was a condition of the securities purchase agreement approved by shareholders at the annual meeting.
The Company also provided an update on its exchange listing. As previously reported, a communication from the staff of the Company's current listing exchange, NYSE MKT, indicated that the Company was considered to be noncompliant with certain listing requirements based on its quarterly report for the period ended September 30, 2012, and provided that the company should submit a plan to staff of the exchange that would reestablish compliance with the NYSE MKT listing requirement by March 31, 2013. On December 6, 2012, the company reported that it had submitted a plan designed to reestablish compliance with the exchange's requirement in advance of the March 31, 2013 time frame, and on
January 6, 2013
, announced that the plan had been accepted by the listing exchange. On
April 5, 2013
, the Company reported that in view of the proposed preferred stock financing, the NYSE MKT had granted an additional quarterly extension of the listing exchange compliance plan from March 31 to June 30, 2013. The Company today reports that the NYSE MKT has granted an additional quarterly extension of the listing exchange compliance plan from
June 30, 2013
September 30, 2013
, provided that the Company closes the preferred stock financing, which was approved by stockholders at the annual meeting of stockholders, by
July 31, 2013