Current Report Filing (8-k)
May 08 2019 - 7:48AM
Edgar (US Regulatory)
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 8, 2019
STELLAR
BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
British Columbia, Canada
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001-37619
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N/A
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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332 E. Scott Street
Port Hueneme, California 93041
(Address of principal executive offices)
(Zip Code)
(805) 488-2800
(Registrant’s telephone number, including
area code)
Not applicable.
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section
12(b) of the Act:
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Name of each exchange on which
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Title of each class
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Trading Symbol(s)
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registered
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Common
Shares, without par value
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SBOT
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The
Nasdaq Stock Market LLC
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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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
þ
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.
þ
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Item 2.02
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Results of Operations and Financial Condition.
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On May 8, 2019,
Stellar Biotechnologies, Inc. (the “Company”) issued a press release announcing its financial results for its
fiscal quarter ended March 31, 2019 (the “Earnings Release”). The full text of the Earnings Release is attached
hereto as Exhibit 99.1. The information furnished herein and therein shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the
liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Important Information and Where to Find It
The Company has filed a definitive proxy
statement with the SEC in connection with the solicitation of proxies for its 2019 Annual General Meeting of Shareholders (the
“Annual Meeting”) and has mailed the definitive proxy statement to its shareholders. At the Annual Meeting, the Company’s
shareholders will be asked to approve, among other things, a proposal for the issuance of its common shares in the proposed transaction
with Edesa Biotech Inc. (“Edesa”). THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE COMPANY’S DEFINITIVE
PROXY STATEMENT IN CONNECTION WITH ITS SOLICITATION OF PROXIES FOR THE COMPANY’S ANNUAL MEETING AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, EDESA, AND THE PROPOSED TRANSACTION. Shareholders may obtain, free of charge, copies of the definitive proxy statement
and any other documents filed by the Company with the SEC in connection with the proposed transaction at the SEC’s website
(http://www.sec.gov), at the Company’s website or by writing to the Corporate Secretary at Stellar Biotechnologies, Inc.,
332 E. Scott Street, Port Hueneme, California 93041.
This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
Participants in Solicitation
The Company, Edesa, and certain of their
directors and executive officers may become or be deemed participants in the solicitation of proxies from the Company’s shareholders
in connection with the proposed transaction. Additional information regarding persons who may, under the rules of the SEC, be deemed
to be participants in the solicitation of the Company’s shareholders in connection with the proposed transaction, and who
have interests, whether as security holders, directors or employees of the Company or Edesa or otherwise, which may be different
from those of the Company’s shareholders generally, have been provided in the proxy statement and other materials filed with
the SEC. Additional information regarding the Company’s directors’ and executive officers’ respective interests
in the Company by security holdings or otherwise is set forth in the Company’s Annual Report on Form 10-K for the year ended
September 30, 2018 as filed with the SEC on November 30, 2018.
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.
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Stellar Biotechnologies, Inc.
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Date: May 8, 2019
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By:
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/s/ Kathi Niffenegger
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Name:
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Kathi Niffenegger
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Title:
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Chief Financial Officer
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Stellar Biotechnologies Inc. (NASDAQ:SBOT)
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