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重大事件 即時報告 8-K 2026-06-29

Inhibikase Therapeutics股東年會通過董事選舉、增發300萬股及高管薪酬等提案

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Inhibikase Therapeutics（納斯達克代碼：IKT）於2026年6月26日舉行網上股東年會，並在會後提交8-K表格，通報多項提案的投票結果。 📌 **主要決議通過情況：** - **選舉董事**：兩位第三類董事候選人 Arvind Kush 及 Dennis Berman 成功當選，任期至2029年股東年會。Kush 獲得約7,034萬票支持（反對1,277萬票），Berman 獲得約6,413萬票支持（反對1,898萬票），另有約2,391萬票為經紀人未投票。 - **聘任核數師**：以約1.069億票贊成、僅9.6萬票反對，通過委任 CohnReznick LLP 為截至2026年12月31日止財政年度的獨立註冊會計師事務所。 - **修改公司章程**：股東批准修訂公司組織章程，按德拉瓦州法律限制特定高級職員的責任，獲得約8,232萬票贊成（反對78萬票）。 - **股權激勵計劃修訂**：批准對2020年股權激勵計劃進行第四次修訂，授權增發300萬股普通股，以預留作未來發行。贊成票約6,080萬票，反對約2,214萬票。 - **高管薪酬諮詢投票（Say-on-Pay）**：非約束性表決通過，贊成約6,124萬票，反對約2,165萬票。 - **薪酬投票頻率**：股東以約7,746萬票支持「每年一次」，董事會據此決定未來將每年舉行高管薪酬諮詢投票，直至下一次頻率投票。 💡 **對投資者的潛在影響**： 是次股東大會通過增發300萬股普通股的股權激勵計劃，可能導致現有股東權益攤薄，但同時有助於公司吸引及留任關鍵人才。此外，修改章程限制高級職員責任屬常見的公司治理措施，可降低管理層的個人訴訟風險。整體而言，各項提案均獲絕大多數股東支持，反映公司治理結構獲得認可，短期內對股價的直接影響有限。
展開英文正文 
8-K

 false 0001750149 --12-31 0001750149 2026-06-26 2026-06-26 
  
  
 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 26, 2026
  
  

 INHIBIKASE THERAPEUTICS, INC. 
 (Exact Name of Registrant as Specified in its Charter)
  
  

  

Delaware
 
001-39676
 
26-3407249

 (State or Other Jurisdiction
 of Incorporation)

 
 (Commission
 File Number)

 
 (IRS Employer
 Identification No.)

  

 1000 N. West Street, Suite 1200
 Wilmington, DE

 
19801

(Address of Principal Executive Offices)
 
(Zip Code)
 Registrant’s Telephone Number, Including Area Code: (302) 295-3800
 N/A
 (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 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 Stock, $0.001 par value
 
IKT
 
The Nasdaq Stock Market LLC
 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; Compensation Arrangements of Certain Officers. 

 The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Inhibikase Therapeutics, Inc. (the “Company”) was held on June 26, 2026 in a virtual-only format via live webcast. As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2020 Equity Incentive Plan to increase the authorized number of shares of common stock reserved for issuance by 3,000,000 shares (the “2020 Plan Amendment”). A summary of the 2020 Plan Amendment was contained in the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 30, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended, and is incorporated herein by reference. The 2020 Plan Amendment was previously approved by the Company’s board of directors, subject to approval by the Company’s stockholders. 
 The foregoing description of the 2020 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2020 Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference. 
  

Item 5.03.
 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years. 

 As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to limit the liability of certain officers of the Company as permitted by Delaware law. A summary of the Certificate of Amendment was contained in the Proxy Statement and is incorporated herein by reference. The Certificate of Amendment was previously approved by the Company’s board of directors, subject to approval by the Company’s stockholders. 
 On June 26, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing. 
 The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. 
  

Item 5.07.
 Submission of Matters to a Vote of Security Holders. 

 The Annual Meeting was held on June 26, 2026. The following proposals were approved at the Annual Meeting by the votes indicated: 
 Proposal One: To elect two Class III directors, Arvind Kush and Dennis Berman, to the Board of Directors, each to serve until the Company’s 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. 
 Arvind Kush and Dennis Berman were duly elected to the Board of Directors as Class III directors, each to serve until the Company’s 2029 annual meeting of stockholders, or until his successor is duly elected and qualified, or until his earlier death, resignation or removal: 
  

 Name

  
Total Votes
for Director
 
  
Total Votes
withheld from
Director
 
  
Total Broker
Non-Votes
 

 Arvind Kush

  
 
70,338,595
 
  
 
12,770,121
 
  
 
23,911,956
 

 Dennis Berman

  
 
64,127,395
 
  
 
18,981,321
 
  
 
23,911,956
 

 Proposal Two: To ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 
  

 

 
  
Total Votes
 

 For

  
 
106,910,712
 

 Against

  
 
96,428
 

 Abstain

  
 
13,532
 

 Broker Non-Votes

  
 
0
 

 Proposal Three: To approve an amendment to the Company’s certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. 
  

 
  
Total Votes
 

 For

  
 
82,321,246
 

 Against

  
 
779,416
 

 Abstain

  
 
8,054
 

 Broker Non-Votes

  
 
23,911,956
 

 Proposal Four: To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the authorized number of shares of common stock reserved for issuance by 3,000,000 shares. 
  

 
  
Total Votes
 

 For

  
 
60,795,802
 

 Against

  
 
22,135,512
 

 Abstain

  
 
177,402
 

 Broker Non-Votes

  
 
23,911,956
 

 Proposal Five: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. 
  

 
  
Total Votes
 

 For

  
 
61,237,304
 

 Against

  
 
21,648,671
 

 Abstain

  
 
222,741
 

 Broker Non-Votes

  
 
23,911,956
 

 Proposal Six: To vote, on a non-binding, advisory basis, on the frequency of future non-binding, advisory votes on compensation of the Company’s named executive officers. 
  

 
  
Total Votes
 

 1 Year

  
 
77,456,671
 

 2 Years

  
 
1,379
 

 3 Years

  
 
5,363,879
 

 Abstain

  
 
286,787
 

 Broker Non-Votes

  
 
23,911,956
 

 Based on these voting results, and the recommendation of the Board that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future votes on the compensation of the Company’s named executive officers. 
 No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting. 
  

Item 9.01.
 Financial Statements and Exhibits. 

 (d) Exhibits. 
  

 Number

  
 Description

3.1
  
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant. 

10.1#
  
Amendment No. 4 to Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan. 

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

#
 Indicates a management contract or any compensatory plan, contract or arrangement. 

 

 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. 
  

Date: June 27, 2026
 
INHIBIKASE THERAPEUTICS, INC.

 

 
By:
 
 /s/ Mark Iwicki

 

 

 
Mark Iwicki

 

 

 
Chief Executive Officer