Item 5.07. Submission of Matters to a Vote of Security Holders
As previously announced, on
On
At the Special Meeting, the proposals described below were considered. Each
proposal voted on at the Special Meeting is further described in detail in the
Company's definitive proxy statement/prospectus filed with the
The final results of the matters submitted to a vote of stockholders at the Special Meeting are as follows:
1. Proposal 1 - The "Transaction Proposal" - to approve the Business Combination, including the Merger Agreement. With respect to the Transaction Proposal, the votes were as follows: FOR AGAINST ABSTAIN NON-VOTES 16,179,965 1,175,126 9,453 5,191,706 2. Proposal 2 - The "Amendment Proposal" - to approve proposed amendments to the Company's current amended and restated certificate of incorporation, including changes to authorized capital stock, changes to the vote required to amend the company's charter and bylaws or remove directors, and division of the board of directors into three classes, with one class of directors being elected in each year and each class (except for those directors appointed to our first annual meeting of stockholders) serving a three-year term and other matters as described in the proxy statement/prospectus. With respect to the Amendment Proposal, the votes were as follows: Class A Common Stock: FOR AGAINST ABSTAIN NON-VOTES 11,668,713 1,175,128 9,453 5,191,706
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Class B Common Stock: FOR AGAINST ABSTAIN NON-VOTES 4,511,250 0 0 0 3. Proposal 3 - The "Incentive Plan Proposal" - to approve the eFFECTORTherapeutics, Inc. 2021 Incentive Award Plan, including the initial share reserve under the plan. With respect to the Incentive Plan Proposal, the votes were as follows: FOR AGAINST ABSTAIN NON-VOTES 15,861,964 1,326,728 175,852 5,191,706 4. Proposal 4 - The "ESPP Proposal" - to approve the eFFECTOR Therapeutics, Inc. 2021 Employee Stock Purchase Plan, including the initial share reserve under the plan. With respect to the ESPP Proposal, the votes were as follows: FOR AGAINST ABSTAIN NON-VOTES 16,178,463 1,176,628 9,453 5,191,706 5. Proposal 5 - The "Nasdaq Proposal" - to approve the issuance of more than 20% of the issued and outstanding shares of the Company's common stock in connection with (i) the terms of the Merger Agreement, and the resulting change in control in connection with the Merger, as required by Nasdaq Listing Rule 5635(a) and (b), and (ii) a private placement (the "PIPE Financing") to certain accredited investors upon the consummation of the Business Combination, as required by Nasdaq Listing Rule 5635(d). With respect to the Nasdaq Proposal, the votes were as follows: FOR AGAINST ABSTAIN NON-VOTES 16,179,963 1,175,128 9,453 5,191,706 6. Proposal 6 - The "Adjournment Proposal" - to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve Proposals 1, 2, 3, 4, or 5. With respect to the Adjournment Proposal, the votes were as follows: FOR AGAINST ABSTAIN NON-VOTES 16,179,864 1,175,227 9,453 5,191,706
Item 8.01. Other Events
A total of 16,978,642 shares of Class A Common Stock were redeemed in connection
with the Special Meeting (the "Redemptions"). As a result, there will be
approximately
The Merger Agreement provides that the obligation of eFFECTOR to consummate the
Business Combination is conditioned on, among other things, a requirement that
the amount of cash available in the Company's trust account immediately prior to
the closing of the Business Combination, after deducting the aggregate amount of
payments required to be made in connection with the Redemptions and adding the
aggregate amount of net cash proceeds from the private placement of an aggregate
of 6,070,003 shares of Class A Common Stock of the Company, pursuant to the PIPE
Financing, at a price of
There will be approximately
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On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release datedAugust 24, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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