false 0001069530 0001069530 2024-05-09 2024-05-09 0001069530 sava:CommonStock0001ParValueCustomMember 2024-05-09 2024-05-09 0001069530 sava:WarrantsExercisableForSharesOfCommonStockCustomMember 2024-05-09 2024-05-09
 
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) May 9, 2024
 
 
Cassava Sciences, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
000-29959
91-1911336
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 
6801 N Capital of Texas Highway, Building 1; Suite 300
Austin, Texas 78731
(Address of principal executive offices, including zip code)
 
(512) 501-2444
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report.)
 
 
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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, $0.001 par value
  
SAVA
  
Nasdaq Capital Market
Warrants, exercisable for shares of Common Stock   SAVAW   Nasdaq Capital Market
 
 
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. ☐
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cassava Sciences, Inc. (the “Company”) was held at approximately 10 a.m. Central Time on May 9, 2024, pursuant to the Notice of Annual Meeting of Stockholders dated March 26, 2024 and duly delivered to all Company stockholders of record as of March 19, 2024. Of the 43,246,878 shares of the Company’s common stock entitled to vote at the Annual Meeting, 26,979,468 shares, or approximately 62%, were represented at the Annual Meeting virtually or by proxy, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on three 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 March 26, 2024. 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 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:
       
Director
For
Withheld
Broker Non-Vote
Remi Barbier 10,768,599    500,052 15,710,817
Sanford R. Robertson
  8,944,665
2,323,986
 15,710,817
Patrick J. Scannon, M.D., Ph.D.
10,891,367
   377,284
 15,710,817
 
Proposal Two – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, was ratified based upon the following votes:
             
 
For
  
Against
  
Abstain
  
 
26,461,553
  
380,036
  
137,879
  
 
Proposal Three – The 2023 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote, based upon the following votes:
               
 
For
  
Against
  
Abstain
  
Broker Non -Vote
 
9,403,571
  
1,338,907
  
526,173
  
15,710,817
 
9.01: Financial Statements and Exhibits
 
Exhibit No.
  
Description
     
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
‎
 
 
 
SIGNATURE
 
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.
 
 
CASSAVA SCIENCES, INC.
  
 
a Delaware corporation
  
       
Date: May 13, 2024
      
 
By:
/s/ ERIC J. SCHOEN
  
   
Eric J. Schoen
  
   
Chief Financial Officer
  
 
 
v3.24.1.1.u2
Document And Entity Information
May 09, 2024
Document Information [Line Items]  
Entity, Registrant Name Cassava Sciences, Inc.
Document, Type 8-K
Document, Period End Date May 09, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-29959
Entity, Tax Identification Number 91-1911336
Entity, Address, Address Line One 6801 N Capital of Texas Highway, Building 1; Suite 300
Entity, Address, City or Town Austin
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 78731
City Area Code 512
Local Phone Number 501-2444
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001069530
CommonStock0001ParValue Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol SAVA
Security Exchange Name NASDAQ
WarrantsExercisableForSharesOfCommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, exercisable for shares of Common Stock
Trading Symbol SAVAW
Security Exchange Name NASDAQ
Cassava Sciences (NASDAQ:SAVAW)
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