kprx-20260610
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2026
KIORA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-36672 | 98-0443284 | ||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||
169 Saxony Rd..
Suite 212
Encinitas, CA 92024
(858) 224-9600
(Registrant’s telephone number, including area code)
(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:
| ☐ | 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, $0.01 par value | KPRX | NASDAQ | ||||||||||||
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.
On June 10, 2026, Kiora Pharmaceuticals, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s common stock available for issuance under the 2024 Plan by 1,500,000 shares.
A detailed summary of the material features of the 2024 Plan, as amended by the Plan Amendment, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). That summary and the foregoing description of the Plan Amendment are qualified in their entirety by reference to the full text of the 2024 Plan, as amended by the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2026, the Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1. the election of Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. as Class II Directors, as nominated by the Company’s board of directors (the “Board”), for a three-year term, such term to continue until the annual meeting of stockholders in 2029 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;
2. the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the definitive proxy statement filed with respect to the Annual Meeting;
3. the ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
4. the approval of the amendment of the 2024 Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares.
The voting results are reported below.
Proposal 1 – Election of Directors
Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. were elected as Class II Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2029 and until such directors’ successors are duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Lisa Walters-Hoffert | 1,037,950 | 7,719 | 1,320,660 | |||||||||||||||||
| Aron Shapiro | 1,030,543 | 15,126 | 1,320,660 | |||||||||||||||||
| Praveen Tyle, Ph.D. | 1,029,403 | 16,266 | 1,320,660 | |||||||||||||||||
Proposal 2 - Approval, on a Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers
The compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with respect to the Annual Meeting was approved on a non-binding basis. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 1,019,325 | 21,670 | 4,674 | 1,320,660 | |||||||||||||||||
Proposal 3 - Ratification of the Appointment of Haskell & White LLP
The appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||||||||||||
| 2,358,943 | 5,403 | 1,983 | ||||||||||||
Proposal 4 - Approval of the Amendment of the 2024 Equity Incentive Plan
The amendment of the 2024 Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares was approved. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 732,106 | 311,987 | 1,576 | 1,320,660 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Title | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 thereunto duly authorized.
| KIORA PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Melissa Tosca | |||||||
| Melissa Tosca | ||||||||
| Chief Financial Officer | ||||||||
| (Principal financial and accounting officer) | ||||||||
| Date: June 10, 2026 | ||||||||