Avalo Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AVTX
Biotechnology: Pharmaceutical Preparations
Health Care
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 2, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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Registrant’s Telephone Number, Including Area Code: (410 ) 522-8707
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:
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Equity Plan Amendments
As noted in Item 5.07 below, at the Avalo Therapeutics, Inc. (the “Company”) 2026 annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved the Avalo Therapeutics, Inc. Second Amended and Restated 2016 Employee Stock Purchase Plan (the “A&R 2016 ESPP”). The Company’s board of directors (the “Board”) adopted the A&R 2016 ESPP on April 2, 2026. A full description of the A&R 2016 ESPP appears in the Company’s Definitive Proxy Statement on Schedule 14A (including the annex thereto) filed with the Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”) and is incorporated herein by reference. A copy of the A&R 2016 ESPP is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2026, the Company held its Annual Meeting wherein its stockholders considered three proposals, each of which is described in more detail in the Proxy Statement. In connection with the Annual Meeting, there were 26,714,337 shares outstanding as of the record date, which was April 6, 2026, of which 22,672,284 shares, or approximately 85%, were present or represented by proxy. At the Annual Meeting, stockholders voted on the following items:
1.Proposal 1: To elect seven nominees to the Board to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following nominees were elected to the Board, with the voting results for each nominee as shown:
Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Michael Heffernan | 21,101,978 | 624 | — | |||||||||||||||||
| Garry Neil, M.D. | 21,101,093 | 1,509 | — | |||||||||||||||||
Rita Jain, M.D. | 21,101,289 | 1,313 | — | |||||||||||||||||
Aaron Kantoff | 21,078,660 | 23,942 | — | |||||||||||||||||
| Gilla Kaplan, Ph.D. | 21,093,059 | 9,543 | — | |||||||||||||||||
| Kevin Lind | 21,101,989 | 613 | — | |||||||||||||||||
Samantha Truex | 21,089,975 | 12,627 | — | |||||||||||||||||
2.Proposal 2: To approve the A&R 2016 ESPP . This proposal was approved by the votes indicated below:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 14,513,683 | 6,588,576 | 343 | 1,569,682 | |||||||||||||||||
3.Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal was approved by the votes indicated below.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 22,513,332 | 153,320 | 5,632 | — | |||||||||||||||||
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 10.1+ | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
+ Management contract or compensatory agreement.
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SIGNATURE
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.
AVALO THERAPEUTICS, INC. | |||||||||||
| Date: June 8, 2026 | By: | /s/ Christopher Sullivan | |||||||||
| Christopher Sullivan | |||||||||||
| Chief Financial Officer | |||||||||||
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