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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): April 9, 2025

 

NAYA BIOSCIENCES, INC.

(Exact name of registrant as specified in charter)

 

Nevada   001-39701   20-4036208

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5582 Broadcast Court

Sarasota, Florida

  34240
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (978) 878-9505

 

 

 

(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, $0.0001 par value per share   NAYA   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 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 5.07 Submission of Matters to a Vote of Security Holders

 

On April 9, 2025, NAYA Biosciences, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”). A total of 4,358,438 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

 

At the Annual Meeting, the Company’s shareholders voted on Proposals 1 and 2 as set forth below. The final results for Proposals 1 and 2, as set forth in the Company’s definitive proxy statement, filed with the SEC on March 12, 2025, are as follows:

 

Proposal 1. At the Annual Meeting, the terms of all five members of the Board of Directors expired. All of the five nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five directors was as follows:

 

Directors  For   Withheld   Broker
Non-Votes
 
Trent Davis   2,291,612    93,040    1,973,786 
Rebecca Messina   2,338,198    46,454    1,973,786 
Barbara Ryan   2,305,518    79,134    1,973,786 
Steven Shum   2,203,882    180,770    1,973,786 
Matthew Szot   2,339,113    45,539    1,973,786 

 

Proposal 2. At the Annual Meeting, the shareholders approved the ratification of the appointment of M&K CPAs PLLC. as the Company’s independent public accountant for the fiscal year ending December 31, 2024. The result of the votes to approve M&K CPAs PLLC was as follows:

 

For   Against   Abstain
4,311,854   34,533   12,051

 

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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.

 

  NAYA Biosciences, Inc.
     
  By: /s/ Steven Shum
  Name: Steven Shum
  Title: Chief Executive Officer
     
Dated: April 14, 2025    

 

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