false 0001069530 0001069530 2026-06-11 2026-06-11

 

 

 

 

 

Pursuant to Section 13 or 15(d) of the

 

 

 

 

 

 

 

(Registrant’s telephone number, including area code)

 

 

 

 

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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

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. ☐

 

 

As described in Item 5.07 below, on June 11, 2026, at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Filana Therapeutics, Inc. (the “Company”), the stockholders of the Company approved Amendment No. 2 to the Company’s 2018 Omnibus Incentive Plan (as amended, the “2018 Plan”). A summary of key changes to the 2018 Plan follows:

 

 

 

 

 

 

For more information on the amendment, please see the related proposal in the Proxy Statement (as defined in Item 5.07 below).

 

The foregoing description of the 2018 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

 

 

The 2026 Annual Meeting of the Company was held at approximately 8:30 a.m. Central Time on June 11, 2026, pursuant to the Notice of Annual Meeting of Stockholders dated April 29, 2026 and duly delivered to all Company stockholders of record as of April 21, 2026. Of the 48,307,896 shares of the Company’s common stock entitled to vote at the 2026 Annual Meeting, 24,559,776 shares, or approximately 51%, were represented at the 2026 Annual Meeting virtually or by proxy, constituting a quorum. At the 2026 Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.

 

Proposal One – Three (3) nominees for election or re-election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes:

 

Proposal Two – An amendment to the Company’s 2018 Omnibus Incentive Plan was approved based upon the following votes:

 

Proposal Three – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, was ratified based upon the following votes:

 

Proposal Four – The 2025 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote, based upon the following votes:

 

 

 

 

 

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 thereunto duly authorized.