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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On November 14, 2019, Superconductor Technologies Inc. (the "Company" or "STI")
held a Special Meeting of Stockholders (the "Special Meeting"). For more information about the proposal, see the Company's
Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on October 15, 2019, the relevant portions of
which are incorporated herein by reference.
At the Special Meeting, stockholders representing 3,280,852 shares, or 59.6%, of the
5,502,609 shares of common stock outstanding on the record date of September 25, 2019 were present in person or by proxy,
constituting a quorum for the purposes of the Special Meeting.
Below are the final voting results on the matters submitted to a vote of stockholders.
Proposal 1, which required the affirmative vote of a majority of the shares of common stock outstanding, was not approved by stockholders.
Proposal 2 received sufficient votes to be approved but no further action was taken in light of the vote on Proposal 1 being held.
Proposal 1. The amendment of our restated
certificate of incorporation, as amended, to effect a reverse stock split of our common stock at a ratio to be determined by our
Board within a specified range, with a reduction in the authorized number of shares of our common stock by a corresponding ratio,
received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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1,757,746
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1,492,711
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30,395
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-
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Proposal 2. Adjournment of the
Special Meeting if necessary, for the purpose of soliciting additional proxies in favor of the proposed amendment as described
in Proposal 1, received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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1,710,626
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1,464,094
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106,132
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-
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As announced on October 29, 2019, the Company’s
management and Board are exploring strategic alternatives for the Company, which may include, among others, a strategic investment
financing that would enable the company to pursue its current business plan to commercialize the Conductus wire platform; a business
combination such as a merger with another party; or a sale of STI. The company’s timetable for the conclusion of this review
and its decisions related to any potential strategic alternatives are subject to the company’s cash limitations previously
disclosed.
Safe Harbor Statement
Statements in this Current
Report on Form 8-K release regarding our business that are not historical facts are "forward-looking
statements" that involve risks and uncertainties. Forward-looking statements are not guarantees of future performance
and are inherently subject to uncertainties and other factors, which could cause actual results to differ materially from the forward-looking
statements. These factors and uncertainties include, but are not limited to: our limited cash and a history of losses; our need
to materially grow our revenues from commercial operations and/or to raise additional capital (which capital may not be available
on acceptable terms or at all) in the very near future, before cash reserves are depleted, to implement our current business plan
and maintain our viability or to complete an alternative strategic transaction, with our
existing cash reserves only expected to be sufficient into the first quarter of 2020; the performance and use of our equipment
to produce wire in accordance with our timetable; overcoming technical challenges in attaining milestones to develop and manufacture
commercial lengths of our HTS wire; the possibility of delays in customer evaluation and acceptance of our HTS wire; the limited
number of potential customers and customer pressures on the selling prices of our products; the limited number of suppliers for
some of our components and our HTS wire; there being no significant backlog from quarter to quarter; our market being characterized
by rapidly advancing technology; the impact of competitive products, technologies and pricing; manufacturing capacity constraints
and difficulties; the impact of any financing activity on the level of our stock price; the dilutive impact of any issuances of
securities to raise capital; the steps required to maintain the listing of our common stock with a U.S. national securities exchange
and the impact on the liquidity and trading price of our common stock if we fail to maintain such listing; the cost and uncertainty
from compliance with environmental regulations; and local, regional, and national and international economic conditions and events
and the impact they may have on us and our customers.
Forward-looking statements can be affected by many other
factors, including, those described in the "Business" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" sections of STI's Annual Report on Form 10-K for the year ended December 31, 2018, and in STI's
other public filings. These documents are available online at STI's website, www.suptech.com, or through the SEC's website, www.sec.gov.
Forward-looking statements are based on information presently available to senior management, and STI has not assumed any duty
to update any forward-looking statements.
