UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 15, 2023, AlloVir, Inc. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 150,000,000 to 300,000,000. As further described under Item 5.07 below, the proposal for the amendment was approved by the Company’s stockholders at the Company’s 2023 annual meeting of stockholders held on May 11, 2023 (the “Annual Meeting”).
A copy of the Charter Amendment, which became effective immediately upon filing with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. The foregoing description of the amendments effected by the Charter Amendment is qualified by reference to Exhibit 3.1 hereto.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting Annual Meeting on May 11, 2023. As of March 15, 2023, the record date for the Annual Meeting, there were 93,511,558 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 31, 2023: (i) to elect each of Jeffrey Bornstein, Diana Brainard, M.D., David Hallal and Shawn Tomasello as a Class III member of the board of directors, to serve until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified (“Proposal 1”), (ii) to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 2”) and (iii) to amend the Company’s Third Amended and Restated Certificate of Incorporation (“Charter”) to increase the authorized shares of common stock of the Company from 150,000,000 shares to 300,000,000 shares (“Proposal 3”).
The Company’s stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class III directors as follows:
| Class III Director Nominee |
For | Withhold | Broker Non- Votes |
|||||||||
| Jeffrey Bornstein |
51,184,647 | 11,888,021 | 24,044,016 | |||||||||
| Diana Brainard, M.D. |
54,972,729 | 8,099,939 | 24,044,016 | |||||||||
| David Hallal |
54,298,062 | 8,774,606 | 24,044,016 | |||||||||
| Shawn Tomasello |
51,020,208 | 12,052,460 | 24,044,016 | |||||||||
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain | ||
| 86,411,460 | 689,359 | 15,865 |
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows*:
| For |
Against |
Abstain | ||
| 86,571,410 | 544,049 | 1,225 |
| * | No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.01 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the registrant. | |
| 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.
| AlloVir, Inc. | ||||||
| Date: May 16, 2023 | By: | /s/ William Wheeler | ||||
| Name: | William Wheeler | |||||
| Title: | Senior Vice President, Corporate Law | |||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ALLOVIR, INC.
(Pursuant to Section 242 of the
Delaware General Corporation Law)
AlloVir, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:
A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the DGCL setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the DGCL. The resolution setting forth the amendment is as follows:
| RESOLVED: | That the first paragraph of Article IV of the Third Amended and Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof: | |
| “The total number of shares of capital stock which the Corporation shall have authority to issue is 310,000,000, of which (i) 300,000,000 shares shall be a class designated as common stock, par value $0.0001 per share (the “Common Stock”), and (ii) 10,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.0001 per share (the “Undesignated Preferred Stock”). | ||
***
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by its duly authorized officer this 15th day of May, 2023.
| ALLOVIR, INC. | ||
| By: | /s/ Diana Brainard | |
| Name: Diana Brainard | ||
| Title: Chief Executive Officer | ||