Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 2024 (June 4, 2024)

AMBASE CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-07265	95-2962743
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7857 WEST SAMPLE ROAD, SUITE 134

CORAL SPRINGS, FLORIDA  33065

 (Address of principal executive offices, including zip code)

[phone]

(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):

☐	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

   None.

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. ☐

 

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Item 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s annual meeting of stockholders on June 2, 2024, votes were taken for the proposals that follow below.  The aggregate number of shares of Common Stock voted in person or by proxy for each of the proposals was as follows:

Proposal #1 - A vote was taken for the election of one Director of the Company to hold office for a three-year term and until their successor shall have been duly elected.

NOMINEE	FOR	WITHHELD	BROKER NON-VOTES
Alessandra F. Bianco	66,429,600	1,040,166	11,868,053

The terms of directors, Richard A. Bianco, Richard A. Bianco, JR., and Scott M. Salant continued after the meeting.

Proposal #2 – A vote was taken to ratify the approval of the appointment of Marcum LLP as the Company’s Independent Registered Public Accounting Firm for the calendar year 2024.

FOR	AGAINST	ABSTAIN
79,018,294	261,624	57,901

Proposal #3 - A vote was taken to authorize an amendment to the Company’s Restated Certificate of Incorporation to increase the number of Authorized Shares of Common Stock from 85,000,000 to 200,000,000.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
67,101,202	348,571	19,992	11,868,054

The foregoing proposals are described more fully in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 3, 2024, pursuant to Section14(a) of the Securities Act of 1934, as amended, and the rules and regulations promulgated there under.

Item 9.01

Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number		Exhibit Title
104.1		The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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.

	AMBASE CORPORATION
	By	/s/ John Ferrara
	John Ferrara
	Vice President and Chief Financial Officer and Controller
	AmBase Corporation
	Date:  June 5, 2024

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Document and Entity Information	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 04, 2024
Entity File Number	1-07265
Entity Registrant Name	AMBASE CORP
Entity Central Index Key	0000020639
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-2962743
Entity Address, Address Line One	7857 WEST SAMPLE ROAD, SUITE 134
Entity Address, City or Town	CORAL SPRINGS
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33065
City Area Code	201
Local Phone Number	265-0169
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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