Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of the stockholders of
Proposal No. 1. Approval of (i) the issuance of shares of common stock of the Company, which will represent more than 20% of the shares of the Company's common stock outstanding immediately prior to the Merger, to stockholders of Disc, pursuant to the terms of the Merger Agreement, and (ii) the change of control resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively.
This proposal was approved by the requisite vote of the Company's stockholders. For Against Abstain BROKER NON-VOTES 37,341,199 114,070 3,520 2,843,872
Proposal No. 2. Approval of an amendment to the amended and restated certificate of incorporation of the Company to (a) effect a reverse stock split of the Company's issued and outstanding common stock at a ratio of one new share of the Company's common stock for every ten shares of outstanding common stock of the Company, and (b) implement a reduction in the number of authorized shares of the Company's common stock to 100,000,000.
This proposal was approved by the requisite vote of the Company's stockholders. For Against Abstain BROKER NON-VOTES 39,833,612 421,352 47,697 -
Proposal No. 3. Approval, on a nonbinding, advisory basis, of the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger.
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain BROKER NON-VOTES 32,201,605 5,212,578 44,606 2,843,872
Proposal No. 4. Approval of amendments to the Company's 2021 Stock Option and Incentive Plan and the Company's 2021 Employee Stock Purchase Plan to (i) increase the number of shares of common stock reserved for issuance under the Company's 2021 Stock Option and Incentive Plan to a number of shares representing approximately 9% of the fully diluted capitalization of the Company, determined as of immediately following the Merger and (ii) increase the number of shares of common stock reserved for issuance under the Company's 2021 Employee Stock Purchase Plan to a number of shares representing approximately 0.84% of the fully diluted capitalization of the Company, determined as of immediately following the Merger.
This proposal was approved by the requisite vote of the Company's stockholders. For Against Abstain BROKER NON-VOTES 34,522,687 2,891,507 44,595 2,843,872
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Proposal No. 5. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 or Proposal No. 2.
This proposal was approved by the requisite vote of the Company's stockholders, but adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to approve Proposal No. 1 and Proposal No. 2.
Item 8.01. Other Events.
Based on the results of the Special Meeting, the Merger is expected to be
consummated on or around
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including
within the meaning of Section 21E of the Exchange Act and Section 27A of the
Securities Act of 1933, as amended (the "Securities Act")) concerning Gemini,
Disc, the proposed transaction and other matters. These forward-looking
statements include express or implied statements relating to Gemini's management
team's expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "contemplate," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"will," "would" and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements are based on current
expectations and beliefs concerning future developments and their potential
effects. There can be no assurance that future developments affecting Gemini,
Disc or the proposed transaction will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond Gemini's control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, the risk that the conditions to the closing of
the transaction are not satisfied and those factors described under the heading
"Risk Factors" in the Gemini's most recent Annual Report on Form 10-K filed with
the
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