Definium Therapeutics, Inc 6-K, filed May 28, 2021
Definium Therapeutics, Inc. (DFTX)
About this 6-K
Definium Therapeutics, Inc filed this 6-K on May 28, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2021
Commission File Number: 001-40360
MIND MEDICINE (MINDMED) INC.
(Name of registrant)
One World Trade Center
Suite 8500
New York, New York 10007
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| o Form 20-F | x Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MIND MEDICINE (MINDMED) INC. | |||
| (Registrant) | |||
| Date: May 28, 2021 | By: | /s/ Collin Gage | |
| Name: Collin Gage | |||
| Title: Vice President of Corporate Development | |||
Form 6-K Exhibit Index
| Exhibit Number | Document Description | |
| 99.1 | A copy of the registrant’s Report of Voting Results dated May 28, 2021 | |
Exhibit 99.1
MIND MEDICINE (MINDMED) INC.
(the “Corporation”)
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
REPORT OF VOTING RESULTS
Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
The following briefly describes the matters voted upon and the outcome of votes at the annual and special meeting of shareholders the Corporation held on Thursday, May 27, 2021 (the “Meeting”).
At the Meeting, holders of the subordinate voting shares in the capital of the Corporation (the “Subordinate Voting Shares”) and the multiple voting shares in the capital of the Corporation (the “Multiple Voting Shares”, and together with the Subordinate Voting Shares, the “Shares”) voted together as a single class. Holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share, and holders of Multiple Voting Shares are entitled to one hundred votes in respect of each Multiple Voting Share. The below reflects the votes cast in respect of the Subordinate Voting Shares and the Multiple Voting Shares, voting together as a single class.
| (a) | Fixing the Number of Directors |
By a vote conducted by way of an electronic ballot, the number of directors was fixed to seven. The Shares were voted as follows:
| Votes For | % For | Votes Against | % Against | |||||
| Fixing the Number of Directors to Seven | 91,392,785 | 92.86% | 7,031,000 | 7.14% |
| (b) | Election of Directors |
By a vote conducted by way of an electronic ballot, the seven (7) nominees proposed as directors were elected to hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed. The Shares were voted as follows:
| Votes For | % For | Votes Withheld | % Withheld | |||||
| Sarah Vinson | 92,630,397 | 100% | 0 | 0% | ||||
| Jamon Alexander Rahn | 93,558,511 | 95.01% | 4,917,031 | 4.99% | ||||
| Miriam Halperin Wernli | 93,716,219 | 95.17% | 4,759,323 | 4.83% | ||||
| Stephen Hurst | 92,630,397 | 94.06% | 5,845,145 | 5.94% | ||||
| Bruce Linton | 94,640,504 | 96.11% | 3,835,038 | 3.89% | ||||
| Perry Dellelce | 93,265,188 | 94.71% | 5,210,354 | 5.29% | ||||
| Brigid Makes | 94,679,281 | 96.14% | 3,796,261 | 3.86% |
| (c) | Appointment of Auditor |
By a vote conducted by way of an electronic ballot, RSM Canada LLP were re-appointed as auditors of the Corporation to hold office until the close of business of the next annual meeting of shareholders, and the board of directors of the Corporation was authorized to fix their remuneration (the “Auditor Resolution”). The Shares were voted as follows:
| Votes For | % For | Votes Withheld | % Withheld | |||||
| Auditor Resolution | 157,088,949 | 97.63% | 3,820,105 | 2.37% |
| (d) | Amendment to Articles |
By a vote conducted by way of an electronic ballot, the resolution authorizing the Corporation to amend and restate the articles of the Corporation (the “Alteration Resolution”), as more particularly described in the management information circular of the Corporation dated April 19, 2021 (the “Circular”), was passed. The Shares were voted as follows:
| Votes For | % For | Votes Against | % Against | |||||
| Alteration Resolution | 96,530,321 | 98.02% | 1,945,221 | 1.98% |
| (e) | Reservation of Shares |
By a vote conducted by way of an electronic ballot, the resolution approving the increase in the number of Subordinate Voting Shares reserved under the Corporation’s share option plan and its performance share unit and restricted share unit compensation plan (the “Compensation Plans Increase Resolution”), as more particularly described in the Circular, was passed. The Shares were voted as follows:
| Votes For | % For | Votes Against | % Against | |||||
| Compensation Plans Increase Resolution | 15,223,285 | 68.16% | 7,112,884 | 31.84% |
Dated: May 28, 2021.
| MIND MEDICINE (MINDMED) INC. | ||
| (signed) “David Guebert” | ||
| David Guebert | ||
| Chief Financial Officer |