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PYMXD > SEC Filings for PYMXD > Form 8-K on 15-Mar-2013All Recent SEC Filings

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Form 8-K for POLYMEDIX, INC


15-Mar-2013

Material Modification to Rights of Security Holders, Submission of Matters to a Vo


Item 3.03. Material Modification to Rights of Security Holders.

The information set forth below under Item 5.07 is hereby incorporated by reference in this Item 3.03.



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

Pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on February 22, 2013, PolyMedix, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") on March 15, 2013. At the Special Meeting, the stockholders approved two proposals (the "Proposals"). The Proposals and the results of stockholder voting for the Proposals were as follows:

Proposal 1: To approve an amendment to the Company's certificate of incorporation to combine outstanding shares of the Company's common stock into a lesser number of outstanding shares, a "reverse stock split," by a ratio of not less than ten-for-one and not more than fifty-for-one at any time prior to December 31, 2013, with the exact ratio to be set within this range by the Company's board of directors in its sole discretion:

For Against Abstentions Broker Non-votes 80,741,534 8,632,095 937,208 - 0 -

Proposal 2: To approve, conditioned upon stockholder approval and implementation of the reverse stock split, an amendment to the Company's certificate of incorporation to reduce the number of the Company's authorized shares of common stock from 250,000,000 to 25,000,000:

For Against Abstentions Broker Non-votes 82,659,668 6,666,722 984,448 - 0 -

Following the Special Meeting, the Company's Board of Directors set the reverse stock split ratio at fifty-for-one (the "Reverse Split Ratio"). The Company then filed a Certificate of Amendment (the "Certificate of Amendment") to its Amended and Restated Certificate of Incorporation to effect the Proposals at the Reverse Split Ratio.

The Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated by reference herein. The Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

3.1         Certificate of Amendment to Amended and Restated
            Certificate of Incorporation PolyMedix, Inc.

99.1        Press Release of PolyMedix, Inc. issued March 15,
            2013.


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