Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 8, 2023, Intelligent Medicine Acquisition Corp. (the "Company") filed an amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") with the State of Delaware., The Amendment is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 8, 2023, the Company held a special meeting of shareholders (the "Meeting") to approve the Extension Amendment Proposal, the Trust Amendment Proposal (collectively, the "Extension Proposals") and the Adjournment Proposal, each as more fully described in its definitive proxy statement, filed with United States Securities and Exchange Commission (the "Commission") on January 19, 2023..

The final voting results for the Extension Proposals were as follows:

Proposal No. 1: The Extension Amendment Proposal: To amend the Company's amended and restated certificate of incorporation by allowing the Company to extend the date by which it has to consummate a business combination for an additional seven (7) months, from February 9, 2023 to September 9, 2023, or such earlier date as determined by the Company's board of directors, conditioned on the deposit of 200,000 shares of Class B common stock into the Company's IPO Trust Account.





   FOR        AGAINST    ABSTAIN
17,071,690   4,600,300    3,936

Proposal No. 2 The Trust Amendment Proposal: To amend the Investment Management Trust Agreement, dated November 4, 2021, by and between the Company and Continental Stock Transfer & Company to authorize the Extension and its implementation by the Company.





   FOR        AGAINST    ABSTAIN
17,071,841   4,600,149    3,936

Proposal No. 3: The Adjournment Proposal. The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Proposals, this proposal was not voted upon at the Meeting.

In connection with the vote to approve the Extension Proposals, the holders of 20,009,861 public shares of common stock of the Company properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.34 per share, for an aggregate redemption amount of approximately $206.9 million.




Item 8.01 Other Events.

On February 8, 2023, the Company's Sponsor, Intelligent Medicine Sponsor LLC, contributed to the Company for purposes of making a deposit into the Company's IPO Trust Account of an aggregate of 200,000 shares of Class B common stock for the benefit of the public shares that were not redeemed by the public shareholders in connection with the Meeting. Following the foregoing contribution, the Sponsor will own 4,700,000 shares of Class B common stock, which upon conversion of such shares into shares of Class A common stock would represent 80.1% of the outstanding shares.

The Sponsor also owns Private Placement Warrants exercisable for 9,245,000 shares of Class A common stock which are not currently exercisable.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit                                    Description

  3.1        Amendment to Amended and Restated Certificate of Incorporation
104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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