Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting,
The final voting results for each matter submitted to a vote of the shareholders at the Special Meeting are as follows:
? Proposal No. 1 - The Domestication Proposal - To consider and vote upon a
proposal to (a) change the domicile of
of the
laws of the
corporation incorporated under the laws of the
"Domestication") pursuant to Section 184 of the BVI Business Companies Act of
2004, or the Companies Act, and the applicable provisions of the
General Corporation Law, as amended ("DGCL"), respectively; (b) in connection
therewith to adopt upon the Domestication taking effect, the certificate of
incorporation and bylaws appended to the Proxy Statement (the "Interim
Charter"), in place of
of association (the "Current Charter") currently registered by the Registrar of
Corporate Affairs in the
those provisions of the Current Charter that terminate or otherwise cease to be
applicable as a result of the Domestication and provide for a majority of the
stockholders to act by written consent; (c) filing a notice of continuation out
of the
Corporate Affairs under Section 184 of the Companies Act; and (d) file the
Interim Charter with the Secretary of
domesticated from the
corporation. FOR AGAINST ABSTENTIONS 2,895,594 225,694 0
? Proposal No. 2 - The Business Combination Proposal - To consider and vote upon
a proposal to approve the Merger Agreement by and among
("Merger Sub"), and Coeptis and the Business Combination. Pursuant to the
Merger Agreement, Merger Sub will merge with and into Coeptis, with Coeptis
continuing as the surviving entity of the Business Combination and becoming a
wholly-owned subsidiary of
Coeptis and
FOR AGAINST ABSTENTIONS 2,895,589 225,699 0
? Proposal No. 3 - The 2022 Equity Incentive Plan Proposal - To consider and vote
upon the approval of the 2022 Equity Incentive Plan of the Company.
FOR AGAINST ABSTENTIONS 2,805,064 225,704 90,520 1
? Proposal No. 4 - The Charter Amendment Proposals - To consider and vote upon
six (6) separate proposals to approve and adopt the amended and restated
certificate of incorporation and the amended and restated bylaws of
reflecting the following material differences from
o Proposal 4(a) - To consider and vote upon an amendment to the Interim Charter
to declassify the
FOR AGAINST ABSTENTIONS 2,895,593 225,695 0
o Proposal 4(b) - To consider and vote upon an amendment to the Interim Charter
to provide that, subject to the limitations imposed by applicable law,
directors may be removed with or without cause, by the holders of at least a
majority in voting power of the shares then entitled to vote at an election of
directors. FOR AGAINST ABSTENTIONS 2,895,593 225,694 1
o Proposal 4(c) - To consider and vote upon an amendment to the Interim Charter
to provide that the federal district courts of
will be the exclusive forum for resolving any complaint asserting a cause of
action arising under the Securities Act of 1933, as amended, and the
courts will be the exclusive forum for certain stockholder litigation.
FOR AGAINST ABSTENTIONS 2,895,593 225,694 1
o Proposal 4(d) - To consider and vote upon an amendment to the Interim Charter
to provide that the Bylaws and the Amended and Restated Certificate of
Incorporation may only be amended in accordance with the DGCL.
FOR AGAINST ABSTENTIONS 2,895,593 225,694 1
o Proposal 4(e) - To consider and vote upon an amendment to the Interim Charter
to remove the provisions addressing indemnification and advancement of expenses
for the Company's officers and directors, as the Company's proposed Bylaws will
provide for substantially similar rights to indemnification and advancement of
expenses. FOR AGAINST ABSTENTIONS 2,805,074 225,694 90,520 2
o Proposal 4(f) - To consider and vote upon the amendment and restatement of the
Interim Charter and authorizing all other changes in connection with the
replacement of the Interim Charter with the Amended and Restated Certificate of
Incorporation and Bylaws as part of the Business Combination, including (i)
changing the post-Business Combination corporate name from "
Corp." to "
provisions of the Interim Charter applicable only to a blank check company,
including provisions requiring special votes with respect to the variation of
rights of shares prior to a business combination, that will no longer be
applicable upon consummation of the Business Combination.
FOR AGAINST ABSTENTIONS 2,895,588 225,699 1
? Proposal No. 5 - The Director Election Proposal - To consider and vote upon a
proposal to elect seven directors to serve on the Company's board of directors
effective from the consummation of the Domestication and Business Combination
until the 2023 annual meeting of stockholders and until their respective
successors are duly elected and qualified.
FOR WITHHOLD David Mehalick 2,895,588 225,700 Daniel Yerace 2,895,588 225,700 Christopher Calise 2,895,588 225,700 Tara Maria DeSilva 2,895,583 225,705 Philippe Deschamps 2,895,588 225,700 Christopher Cochran 2,895,583 225,705 Gene Salkind 2,895,583 225,705
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to shareholders.
A total of 2,869,654 ordinary shares (approximately 88.5% of
In light of receipt of the requisite approvals by
3 Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by
representatives of
No Offer; No Assurances
This Current Report on Form 8-K will not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities will be made
except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom. There can be no
assurance that the potential benefits of combining the companies will be
realized. The description of the Business Combination and the transactions
contemplated thereby contained herein is only a summary and is qualified in its
entirety by the disclosures in the Registration Statement and by the definitive
agreements relating to the Business Combination, copies of which have been filed
by
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