Orchestra BioMed Holdings, Inc 8-K, filed Jul 27, 2022
Orchestra BioMed Holdings, Inc. (OBIO)
About this 8-K
Orchestra BioMed Holdings, Inc filed this 8-K on July 27, 2022, reporting on events of July 26, 2022.
Items reported
- Item 5.07: Shareholder vote results
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Health Sciences Acquisitions Corporation 2 (the “Company”) held an extraordinary general meeting of Shareholders (the “General Meeting”) at 10:30 a.m. Eastern Time on July 26, 2022 for the purposes of considering and voting upon:
| ● | a special resolution (the “Extension Proposal”) to amend the Company’s amended and restated memorandum and articles of association to: (a) extend from August 6, 2022 (the “Original Termination Date’) to November 6, 2022 (the “Extended Date”), the date by which, if the Company has not consummated a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving one or more businesses or entities, the Company must: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares sold in the Company’s initial public offering; and (iii) as promptly as reasonably possible following such redemption liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, and (b) allow the Company, without another shareholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to three times by an additional one month each time after the Extended Date, upon five days’ advance notice prior to the applicable deadlines, until February 6, 2023 or a total of up to six months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred. |
| ● | a proposal (the “Adjournment Proposal”) by ordinary resolution to approve the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for the purpose of approving the Extension Proposal, to amend the Extension Proposal, or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the General Meeting; provided that the General Meeting is reconvened as promptly as practical thereafter. The Adjournment Proposal would be presented at the General Meeting if there were not sufficient votes to approve the Extension Proposal. |
For more information on these proposals, please refer to the Company’s proxy statement dated July 1, 2022, as supplemented on July 12, 2022 and July 18, 2022 (the “Proxy Statement”). As of the record date of June 27, 2022, there were a total of 20,450,000 ordinary shares issued and outstanding and entitled to vote at the General Meeting. Proxies were received for 16,450,058 ordinary shares, or approximately 80.4% of the shares issued and outstanding and entitled to vote at the General Meeting; therefore a quorum was present.
Shareholders voted to approve the Extension Proposal. The proposal received the following final voting results:
| For | Against | Abstain | ||||||||
| 15,084,246 | 1,365,812 | 0 | ||||||||
The Adjournment Proposal was not presented to the shareholders because (as disclosed in the Proxy Statement) there were sufficient votes to approve the Extension Proposal.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 27, 2022
HEALTH SCIENCES ACQUISITIONS CORPORATION 2
| By: | /s/ Roderick Wong | |
| Name: | Roderick Wong, M.D. | |
| Title: | Chief Executive Officer |
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