UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 or OR 15(d) ~~of the~~

~~Securities~~OF ~~Exchange~~THE ~~Act~~SECURITIES ofEXCHANGE ACT OF 1934

~~Date~~January ~~of Report (Date of earliest event reported): December 10~~30, ~~2024~~2025

Date of Report

(Date of earliest event reported)

AVID BIOSERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32839	95-3698422
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Commission File Number 001-32839

14191 Myford Road, Tustin, California 92780

Delaware		95-3698422
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~(Address~~14191 ofMyford ~~Principal Executive Offices)~~Road

~~Registrant’s telephone number~~Tustin, ~~including~~ ~~area~~CA ~~code: (714) 508-6100~~92780

~~__________________________________~~(Address of principal executive offices, including zip code)

(714) 508-6100

(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 (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.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	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	Name of each exchange on which registered
Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	CDMO	The NASDAQ Stock Market LLC
Common Stock, par value $0.001 per share		CDMO	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 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~~Item 25.0207. ~~RESULTS~~Submission OFof ~~OPERATIONS~~Matters ~~AND~~to ~~FINANCIAL~~a ~~CONDITION~~Vote of Security Holders.

On ~~December~~January 1030, ~~2024~~2025, Avid Bioservices, Inc., a Delaware corporation (the “Company”), ~~issued~~held a ~~press~~special ~~release~~meeting toof ~~report~~stockholders (the ~~Company’s~~“Special ~~financial~~Meeting”). ~~results~~As of December 11, 2024, the record date for the ~~second~~Special ~~quarter~~Meeting ~~ended~~(the ~~October~~“Record 31Date”), ~~2024.~~ A63,963,302 ~~copy~~shares of the ~~press~~Company’s ~~release~~common isstock, ~~attached~~$0.001 topar ~~this~~value ~~Current~~per ~~Report~~share on(the ~~Form~~“Common ~~8-K~~Stock”) aswere outstanding ~~Exhibit~~and 99entitled to vote at the Special Meeting.1. NoA ~~additional~~summary ~~information~~of isthe ~~included in~~matters ~~this~~voted ~~Current~~upon ~~Report~~by onstockholders ~~Form~~at ~~8-K~~the Special Meeting is set forth below.

~~The~~A ~~information~~total ~~included~~of ~~in this Current Report on Form 8-K~~49,753,341 ~~including~~shares ~~the~~of ~~exhibit~~Common ~~hereto,~~Stock ~~shall~~were ~~not~~present beat ~~deemed~~the ~~“filed”~~Special ~~for~~Meeting ~~purposes~~in ofperson, ~~nor~~by ~~shall~~virtual itattendance, beor ~~deemed incorporated~~ by ~~reference in~~proxy, ~~any~~which ~~filing~~represents ~~under~~approximately ~~the~~77.78% ~~Securities Act~~ of ~~1933 or~~ the shares ~~Securities Exchange Act~~ of ~~1934,~~Common ~~except~~Stock outstanding as ~~expressly~~of ~~set~~the ~~forth~~Record ~~by specific reference in such a filing~~Date.

~~Additional~~Proposal ~~Information~~1. ~~and~~Approval ~~Where~~of tothe ~~Find~~Merger ItAgreement.

The Company ~~intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) with respect to a special meeting of the Company~~’s stockholders to beapproved ~~held in connection with~~ the ~~proposed~~adoption ~~transaction.~~of ~~Promptly after filing~~ the ~~definitive~~Agreement ~~proxy~~and ~~statement~~Plan ~~with~~of ~~the SEC~~Merger, ~~the~~dated ~~Company will~~November ~~mail~~6, 2024 (the ~~definitive~~“Merger ~~proxy~~Agreement”), ~~statement~~by and aamong ~~proxy card to each stockholder entitled to vote at~~ the Company, ~~special~~Space ~~meeting~~Finco, ~~to consider the proposed transaction~~Inc. ~~STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT~~ (~~INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO~~“Parent”) ~~AND~~and ~~ANY~~Space ~~OTHER RELEVANT~~Mergerco, ~~DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION~~Inc. ~~Stockholders~~ ~~may~~(“Merger ~~obtain~~Sub”), ~~free~~pursuant ofto ~~charge,~~which ~~the~~Merger ~~preliminary~~Sub ~~and~~will ~~definitive~~merge ~~versions~~with ~~of the proxy statement, any amendments or supplements thereto,~~ and ~~any~~into ~~other relevant documents filed by~~ the Company, ~~with~~and ~~the~~as ~~SEC~~a inresult ~~connection~~of ~~with~~which the ~~proposed~~separate ~~transaction~~corporate atexistence ~~the SEC’s website (http://www.sec.gov). Copies~~ of ~~the~~Merger ~~preliminary~~Sub ~~and~~will ~~definitive versions of the proxy statement~~cease, ~~any amendments or supplements thereto,~~ and ~~any other relevant documents filed by~~ the Company ~~with the SEC in connection~~will ~~with~~ continue as the ~~proposed~~surviving ~~transaction~~corporation ~~will~~and ~~also~~a bewholly ~~available,~~owned ~~free~~subsidiary of ~~charge,~~Parent at (the ~~Company’s investor relations website (https://ir.avidbio.com/sec-filings~~“Merger”)~~. The information provided on~~, orand ~~accessible~~approved ~~through,~~the ~~our~~Merger ~~website~~(“Proposal is1”). ~~not~~The ~~part~~final ofvoting ~~this~~results ~~Current~~are ~~Report~~as ~~on Form 8-K, and therefore is not incorporated herein by reference.~~follows:

Participants in the Solicitation

Votes For		Votes Against		Abstentions
42,231,567		7,267,943		253,831

~~The~~Proposal ~~Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction~~2. ~~Information regarding~~The the Company’s directors and executive officers is available in the Company’s proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on August 28, 2024 (the “Annual Meeting Proxy Statement”). Please refer to the sections captioned “Security Ownership of Certain Beneficial Owners, Directors and Management,” “Director Compensation,” ~~and “Executive Compensation-Outstanding Equity Awards at Fiscal Year-End” in the Annual Meeting Proxy Statement~~Proposal. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by Nicholas Stewart Green on October 11, 2024, Form 4, filed by Richard A. Richieri on October 11, 2024, Form 4, filed by Matthew R. Kwietniak on October 11, 2024, and Form 4, filed by Matthew R. Kwietniak on October 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement related to the Transactions and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Annual Meeting Proxy Statement, the definitive proxy statement related to the proposed transaction and such other materials may be obtained as described in the preceding paragraph.

~~ITEM~~The 9Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.01 ~~FINANCIAL~~The ~~STATEMENTS~~final ~~AND~~voting ~~EXHIBITS~~results are as follows:

(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:

Votes For		Votes Against		Abstentions
33,910,961		15,220,783		621,597

Exhibit Number		Description
99.1		Press Release issued December 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 3. The Adjournment Proposal.

2In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve Proposal 1 if there were insufficient votes to approve Proposal 1 at the time of the Special Meeting (“Proposal 3”). Because Proposal 1 was approved at the Special Meeting, Proposal 3 was not necessary or appropriate and was not presented for approval at the Special Meeting.

Item 7.01.

Regulation FD Disclosure.

On January 30, 2025, the Company issued a press release announcing the results of the Special Meeting and that the Company anticipates that the transaction contemplated by the Merger Agreement will close in the coming days. The information contained in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
99.1		Press Release, dated as of January 30, 2025.
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~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVID BIOSERVICES, INC.
Date: December 10, 2024	By:	/s/ Daniel R. Hart
		Daniel R. Hart
		Chief Financial Officer

AVID BIOSERVICES, INC.

	By:	/s/ Daniel R. Hart
		Daniel R. Hart
		Chief Financial Officer

Date: January 30, 2025

Exhibit Number		Description
99.1		Press Release issued December 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filing Compare · Avid Bioservices, Inc.