ARCA biopharma Inc.

10/20/2022 | Press release | Distributed by Public on 10/20/2022 15:16

Shareholder Director Nominations - Form 8-K

abio-8k_20221020.htm

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): October 20, 2022

ARCA biopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-22873

36-3855489

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

10170 Church Ranch Way, Suite 100, Westminster, CO

80021

(Address of Principal Executive Offices)

(Zip Code)

Registrant's Telephone Number, Including Area Code: (720) 940-2200

Not Applicable

(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 Instructions 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

Common

ABIO

Nasdaq Capital Market

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 5.08.

Shareholder Director Nominations.

On October 20, 2022, the board of directors (the "Board") of ARCA biopharma, Inc., a Delaware corporation (the "Company"), approved December 15, 2022 as the date of the Company's 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The Board also approved October 25, 2022 as the record date for stockholders entitled to notice of and to vote at the Annual Meeting. Due to the fact that the Annual Meeting will be held more than 30 calendar days from the date of the Company's 2021 Annual Meeting of Stockholders, the due dates for the provision of any qualified stockholder proposal or qualified stockholder nominations under the rules of the Securities and Exchange Commission (the "SEC") and the bylaws of the Company listed in the Company's 2021 Proxy Statement on Schedule 14A as filed with the SEC on April 21, 2021 are no longer applicable. Such nominations or proposals, including any notice on Schedule 14N, are now due to the Company no later than October 24, 2022. The Company currently intends to make its proxy materials available beginning on or about November 4, 2022.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

104

Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

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.

Dated: October 20, 2022

ARCA biopharma, Inc.

(Registrant)

By:

/s/ C. Jeffrey Dekker

Name:

C. Jeffrey Dekker

Title:

Chief Financial Officer