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 the issuance of shares of common stock of the Company to stockholders of Tempest pursuant to the terms of the Merger Agreement and approval of the change of control resulting from the Merger.
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain 6,042,077 721,435 21,279
Proposal No. 2. Approval of an amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company's issued and outstanding common stock within a range, as determined by the Company's board of directors and agreed to by Tempest, of one new share of Company common stock for every 10 to 15 shares (or any number in between) of outstanding Company common stock.
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain 10,345,320 1,049,922 32,201
Proposal No. 3. To approve, on a nonbinding advisory basis, the compensation that will or may become payable to the Company's named executive officers in connection with the Merger.
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain 9,684,256 1,643,983 99,204
Proposal No. 4. To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.
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 the proposal to adopt the Merger Agreement.
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release issued onJune 22, 2021
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 Millendo,
Tempest, the proposed transaction and other matters. These statements may
discuss goals, intentions and expectations as to future plans, trends, events,
results of operations or financial condition, or otherwise, based on current
beliefs of the management of Millendo, as well as assumptions made by, and
information currently available to, management of Millendo. Forward-looking
statements generally include statements that are predictive in nature and depend
upon or refer to future events or conditions, and include words such as "may,"
"will," "should," "would," "expect," "anticipate," "plan," "likely," "believe,"
"estimate," "project," "intend," and other similar expressions. Statements that
are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to
risks and uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation: the
risk that the conditions to the closing of the transaction are not satisfied,
including the failure to obtain stockholder approval for the transaction or to
complete the financing in a timely manner or at all; uncertainties as to the
timing of the consummation of the transaction and the ability of each of
Millendo and Tempest to consummate the transaction; risks related to Millendo's
continued listing on the
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