Form 8-K - Current report

 

 

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) June 4, 2024

  

CARA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-36279		75-3175693
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
400 Atlantic Street Suite 500 Stamford, Connecticut				06901
(Address of principal executive offices)				(Zip Code)
Registrant's telephone number, including area code: [phone]

 

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.):

  

¨	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 per share	CARA	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 5.03

Amendments to Articles of Incorporation or Bylaws.

 

Amendment of Certificate of Incorporation

 

On June 7, 2024, Cara Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors and stockholders previously approved the Certificate, which increases the authorized shares of common stock of the Company from 100,000,000 shares to 200,000,000 shares. The Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On June 4, 2024, the Company held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the five proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2024.

 

Proposal 1 - Election of Directors

 

Dr. Susan Shiff and Ms. Helen M. Boudreau were each elected to serve as a director of the Company’s Board of Directors until the 2027 Annual Meeting of Stockholders and until their successor is duly elected or until their earlier resignation or removal, by the following votes:

 

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Susan Shiff, Ph.D.			20,753,354				6,256,188				12,814,548
Helen M. Boudreau			26,317,774				691,768				12,814,548

 

Proposal 2 - Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers

 

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the following votes:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	16,277,985				10,660,228				71,329				12,814,548

 

Proposal 3 - Ratification of the Selection of Independent Registered Public Accounting Firm

 

The stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, by the following votes:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	39,560,082				188,261				75,747				0

 

 

 

Proposal No. 4 – Increase the Authorized Shares of Common Stock

 

The stockholders approved the amendment of the Company’s Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000, by the following votes:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	36,799,337				2,931,128				93,625				0

 

Proposal No. 5 – A Series of Alternate Amendments to Effect a Reverse Stock Split and Effect a Proportionate Reduction in the Total Number of Authorized Shares of Common Stock

 

The stockholders approved series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation, each of which would effect, at the option of the Company’s Board of Directors, a reverse stock split of all issued and outstanding shares of the Company’s common stock, at a ratio ranging from one-for-four (1:4) to one-for-twelve (1:12), inclusive and a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the Board of Directors prior to the date of the 2025 Annual Meeting of Stockholders, by the following votes:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	37,402,816				2,269,731				151,543				0

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Incorporation of Cara Therapeutics, Inc.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

 

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.

 

CARA THERAPEUTICS, INC.
By:	/s/ RYAN MAYNARD
	Ryan Maynard
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

 

Date: June 7, 2024

 

 

 

Exhibit 3.1 

 

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARA THERAPEUTICS, INC.

 

Cara Therapeutics, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

 

First: The name of this corporation is Cara Therapeutics, Inc., and the date on which the Certificate of Incorporation of this corporation was originally filed with the Secretary of State of the State of Delaware was July 2, 2004, under the original name Cara Therapeutics, Inc.

 

Second: The Board of Directors of the Company (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending its Certificate of Incorporation (the “Certificate of Incorporation”) to provide that Section A of Article IV of the Certificate of Incorporation is amended and restated to read in its entirety as follows:

 

“A. This Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is two hundred five million (205,000,000) shares. Two hundred million (200,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ( $0.001). Five million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($0.001).”

 

Third: The foregoing amendment to the Certificate of Incorporation was duly approved by the Board.

 

Fourth: Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.

 

[Signature Page Follows]

 

 

 

In Witness Whereof, Cara Therapeutics, Inc. has caused this Certificate of Amendment to be executed by its Chief Executive Officer as of June 7, 2024.

 

	By:	/s/ Christopher Posner
		Christopher Posner
		Chief Executive Officer

 

 

Cover	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 04, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-36279
Entity Registrant Name	CARA THERAPEUTICS, INC.
Entity Central Index Key	0001346830
Entity Tax Identification Number	75-3175693
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	400 Atlantic Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06901
City Area Code	203
Local Phone Number	406-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CARA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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