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  4. [8-K] MoonLake Immunotherapeutics Reports Material Event

MoonLake (NASDAQ: MLTX) shareholders approve equity plan expansion and re-elect director

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MoonLake Immunotherapeutics held its 2026 Annual General Meeting of Shareholders, where investors approved all proposals, including amendments to the 2022 Equity Incentive Plan. The plan now adds 5,000,000 Class A ordinary shares for stock-based awards and extends its term to June 4, 2036.

Other changes to the plan include removing liberal share recycling, adding a one-year minimum vesting requirement, revising non-employee director compensation limits, and clarifying treatment of awards upon a change in control. Shareholders also re-elected Class I director Spike Loy, ratified Baker Tilly US, LLP as independent auditor, and approved the advisory vote on executive compensation.

Positive

  • None.

Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Record-date voting shares 72,852,170 Class A shares Entitled to vote as of April 9, 2026
Equity plan share increase 5,000,000 shares Additional Class A shares available under 2022 Equity Incentive Plan
Plan term extension June 4, 2036 New expiration date of amended 2022 Equity Incentive Plan
Votes for Class I director 47,222,233 votes for Election of Spike Loy as Class I director
Votes for auditor ratification 61,831,463 votes for Ratification of Baker Tilly US, LLP as independent auditor
Say-on-pay support 50,365,168 votes for Advisory vote on executive compensation
Votes for equity plan amendment 50,599,032 votes for Approval of amended and restated 2022 Equity Incentive Plan
2022 Equity Incentive Plan financial
"shareholders approved an amendment and restatement of the Company’s 2022 Equity Incentive Plan"
liberal share recycling financial
"to increase the number of shares ... remove liberal share recycling provisions"
one-year minimum vesting requirement financial
"incorporate a one-year minimum vesting requirement"
change in control financial
"specify the treatment of outstanding awards in the event of a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
broker non-votes financial
"Spike Loy ... 3,889,131 votes withheld and 10,761,142 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
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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): June 4, 2026

 

 

 

MoonLake Immunotherapeutics

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39630   98-1711963
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

Dorfstrasse 29

6300 Zug

Switzerland

(Address of principal executive offices, including zip code)

 

41 415108022

(Registrant’s telephone number, including area code)

 

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:

 

☐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
Class A ordinary share, par value $0.0001 per share   MLTX   The Nasdaq Capital Market

 

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. ☐

 

 

 

 

 

On Thursday, June 4, 2026, MoonLake Immunotherapeutics (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). As of the close of business on April 9, 2026, the record date for the Annual Meeting, there were 72,852,170 Class A Ordinary Shares entitled to vote at the meeting.

 

Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s 2022 Equity Incentive Plan (as so amended, the “Plan”) to increase the number of Class A Ordinary Shares available for stock-based awards by 5,000,000 shares, remove liberal share recycling provisions, incorporate a one-year minimum vesting requirement, revise the non-employee director compensation limits set forth therein, specify the treatment of outstanding awards in the event of a change in control, extend the term of the Plan to June 4, 2036 and make certain other administrative changes.

 

For additional information regarding the Plan, please refer to the heading “Summary of the Incentive Plan” contained in Proposal 4 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

 

The foregoing description of the Plan and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

At the Annual Meeting, the Class I director nominee was elected and the other proposals voted on were approved. The final voting results are set forth below:

 

   Votes
For		   Votes
Withheld		   Broker
Non-Votes		 
Proposal 1. Election of the Class I Director Nominee            
● Spike Loy   47,222,233    3,889,131    10,761,142 

 

   Votes
For		   Votes
Against		   Abstentions   Broker
Non-Votes		 
Proposal 2. Ratification, by ordinary resolution, of Baker Tilly US, LLP as Independent Auditor   61,831,463    17,522    23,521        0 

 

   Votes
For		   Votes
Against		   Abstentions   Broker
Non-Votes		 
Proposal 3. Advisory Vote on Executive Compensation   50,365,168    731,158    15,038    10,761,142 

 

   Votes
For		   Votes
Against		   Abstentions   Broker
Non-Votes		 
Proposal 4. Approval of an Amendment and Restatement of the 2022 Equity Incentive Plan   50,599,032    498,186    14,146    10,761,142 

 

1

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Exhibit Title or Description
   
10.1   MoonLake Immunotherapeutics Amended and Restated 2022 Equity Incentive Plan
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

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.

 

  MoonLake Immunotherapeutics
     
Date: June 9, 2026 By: /s/ Matthias Bodenstedt
    Matthias Bodenstedt
    Chief Financial Officer

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did MoonLake Immunotherapeutics (MLTX) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all proposals, including an amended and restated 2022 Equity Incentive Plan. They also re-elected Class I director Spike Loy, ratified Baker Tilly US, LLP as independent auditor, and supported the advisory vote on executive compensation.

How many additional shares did MLTX add to its 2022 Equity Incentive Plan?

The amended 2022 Equity Incentive Plan increases available Class A ordinary shares for stock-based awards by 5,000,000. This expansion supports future equity compensation while being governed by new vesting rules and updated director compensation limits approved at the 2026 Annual Meeting.

What governance changes were made to MoonLake’s 2022 Equity Incentive Plan?

The plan now removes liberal share recycling, incorporates a one-year minimum vesting requirement, revises non-employee director compensation limits, and specifies treatment of awards upon a change in control. Its term is also extended to June 4, 2036, with other administrative updates.

Who was elected as Class I director at MoonLake Immunotherapeutics’ 2026 Annual Meeting?

Spike Loy was elected as the Class I director nominee, receiving 47,222,233 votes for and 3,889,131 votes withheld. There were 10,761,142 broker non-votes. This confirms shareholder support for the current board composition at MoonLake Immunotherapeutics.

How did MLTX shareholders vote on ratifying Baker Tilly US, LLP as auditor?

Shareholders strongly ratified Baker Tilly US, LLP as independent auditor with 61,831,463 votes for, 17,522 votes against, and 23,521 abstentions. There were no broker non-votes on this item, indicating broad support for the current audit firm.

What were the results of MoonLake’s say-on-pay advisory vote on executive compensation?

The advisory vote on executive compensation passed with 50,365,168 votes for, 731,158 against, and 15,038 abstentions, plus 10,761,142 broker non-votes. This shows shareholders generally endorsed MoonLake’s current executive pay practices at the 2026 Annual Meeting.

How many MoonLake Class A shares were entitled to vote at the 2026 Annual Meeting?

There were 72,852,170 Class A ordinary shares entitled to vote as of the April 9, 2026 record date. These shares formed the eligible voting base for director elections, auditor ratification, the equity plan amendment, and the advisory vote on executive compensation.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents