Item 3.03 Material Modification to Rights of Security Holders.
On
The foregoing description of the Certificate of Designations Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Designations Amendment, which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held a special meeting of stockholders on
The first proposal was the approval of an Agreement and Plan of Merger, dated as
of
Proposal 1 Votes For Votes Against Abstentions Approval of the Merger Agreement 8,201,073 106,517 6,617
The second proposal was the approval, for purposes of complying with the Nasdaq listing rules, of the issuance of shares of the Common Stock, to be issued by the Company upon the conversion of the Series A Preferred Stock and the Convertible Senior Secured (Third Lien) PIK Notes (the "PIK Notes"), in an amount equal to 20% or more of the Common Stock outstanding. The votes on the proposal were:
Proposal 2 Votes For Votes Against Abstentions Approval of the issuance of shares of the Company's Common Stock upon the conversion of the Series A Preferred Stock and the PIK Notes 7,980,597 184,579 149,031
The third proposal was the approval of the Certificate of Designations Amendment to modify certain terms relating to the conversion rights of the Series A Preferred Stock. The votes on the proposal were:
Proposal 3 Votes For Votes Against Abstentions Approval of an amendment to the Company's Certificate of Designations of the Series A Preferred Stock 7,971,736 192,597 149,874
The fourth proposal was the approval of an amendment to the
Proposal 4 Votes For Votes Against Abstentions Approval of an amendment to the Company's A&R LTIP 7,801,456 365,571 147,180
The fifth proposal, if submitted to a vote of Company stockholders, was the approval of an adjournment of the Special Meeting of Stockholders, including, if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for those proposals. The votes on the proposal were:
Proposal 5 Votes For Votes Against Abstentions Approval of an adjournment of the Special Meeting of Stockholders 7,914,774 377,212 22,221
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 First Amendment to Certificate of Designations of the Series A Redeemable Convertible Preferred Stock, datedOctober 31, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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