HEAH SCIE Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
At the Meeting, the Company's shareholders approved, among other items, the
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed in the Current Report on Form 8-K filed on
On
On
On
Summarized below are the results of the matters submitted to a vote at the Meeting. All nine (9) proposals (the "Proposals") were approved by the Company's shareholders.
1
Matter For Against Abstain
? Proposal 1 - The Business Combination 9,442,937 293,625 41,000
Proposal - To approve by ordinary
resolution, the transactions contemplated by
the Merger Agreement, as amended.
? Proposal 2 - The Domestication Proposal - To 9,443,337 293,225 41,000
approve by special resolution that HSAC2 be
de-registered in the Cayman Islands pursuant
to the Amended and Restated Memorandum and
Articles of Association of HSAC2 and the
Companies Act (2022 Revision) (As Revised)
and be registered by way of continuation as
a corporation in the State of Delaware (the
"Domestication").
? Proposal 3 - The Charter Approval Proposal - 9,443,337 293,225 41,000
To approve by special resolution, in
connection with the Business Combination,
the replacement of the Amended and Restated
Memorandum and Articles of Association of
HSAC2 with the proposed amended and restated
certificate of incorporation of HSAC2, in
the form attached to the Proxy
Statement/Prospectus as Annex B (the
"Proposed Charter"), to be effective upon
the consummation of the Domestication.
? Proposal 4 - The Bylaws Approval Proposal - 9,442,337 294,225 41,000
To approve by special resolution, in
connection with the Business Combination,
the bylaws, in the form attached to the
Proxy Statement/Prospectus as Annex C (the
"Proposed Bylaws"), to be effective upon
consummation of the Domestication.
? Proposal 5 - The Advisory Governance
Proposals - To approve by ordinary
resolution, on a non-binding advisory basis,
certain governance provisions contained in
the Proposed Charter, which were presented
in accordance with the requirements of the
SEC as six separate sub-proposals.
? Advisory Governance Proposal A - To increase 7,789,559 1,947,003 41,000
the total number of authorized shares of all
classes of capital stock to 350,000,000
shares, consisting of 340,000,000 authorized
shares of common stock and 10,000,000
authorized shares of preferred stock.
? Advisory Governance Proposal B - To provide 8,459,930 1,276,632 41,000
that the alteration, amendment or repeal of
certain provisions of the Proposed Charter
will require the affirmative vote of the
holders of at least 66-2/3% of the voting
power of the then-outstanding shares of
stock entitled to vote thereon, voting
together as a single class.
2
Matter For Against Abstain
? Advisory Governance Proposal C - To provide 8,459,930 1,276,632 41,000
that the alteration, amendment or repeal of
the Proposed Bylaws will require the
affirmative vote of the holders of at
least 66-2/3% of the voting power of the
then-outstanding shares of stock entitled to
vote thereon, voting together as a single
class.
? Advisory Governance Proposal D - To provide 8,514,853 1,221,709 41,000
that stockholders will not be permitted to
act by written consent in lieu of holding a
meeting of stockholders.
? Advisory Governance Proposal E - To provide 8,325,943 1,410,619 41,000
for certain additional changes, including,
among other things, (i) adopting Delaware as
the exclusive forum for certain stockholder
litigation and the federal district courts
of the United States as the exclusive forum
for certain other stockholder litigation in
each case unless New Orchestra expressly
consents in writing to the selection of an
alternative forum and (ii) removing certain
provisions related to HSAC2's status as a
blank check company that will no longer be
applicable upon consummation of the Business
Combination, all of which HSAC2's board of
directors believe are necessary to
adequately address the needs of New
Orchestra after the Business Combination.
? Advisory Governance Proposal F - To change 9,442,937 293,625 41,000
the post-Business Combination corporate name
from "Health Sciences Acquisitions
Corporation 2" to "Orchestra BioMed
Holdings, Inc.".
3
Matter For Against Abstain
? Proposal 6 - The Nasdaq Proposal - To 9,442,937 293,625 41,000
approve by ordinary resolution for purposes
of complying with applicable listing rules
of the Nasdaq Capital Market, the issuance
by New Orchestra of shares of common stock,
par value US$0.0001 per share, to equity
holders of Orchestra.
? Proposal 7 - The Director Election Proposal
- To approve by ordinary resolution the
election of Eric A. Rose, M.D., Jason Aryeh,
Pamela Y. Connealy, Geoffrey W. Smith, David
P. Hochman, Darren R. Sherman and Eric
S. Fain, M.D. to serve staggered terms on
New Orchestra's board of directors until the
2023, 2024 and 2025 annual meetings of
stockholders, as applicable, and until their
respective successors are duly elected and
qualified or until their earlier death,
resignation or removal.
Eric A. Rose, M.D 9,705,289 31,273 41,000
Jason Aryeh 9,705,064 31,273 41,225
Pamela Y. Connealy 9,705,064 31,273 41,225
Geoffrey W. Smith 9,705,064 31,273 41,225
David P. Hochman 9,705,064 31,273 41,225
Darren R. Sherman 9,705,064 31,273 41,225
Eric S. Fain, M.D. 9,705,289 31,273 41,000
? Proposal 8 - The Equity Incentive Plan 8,714,518 1,021,819 41,225
Proposal - To approve by ordinary resolution
the Equity Incentive Plan, in the form
attached to the Proxy Statement/Prospectus
as Annex D, to be effective upon
consummation of the Business Combination.
? Proposal 9 - The Adjournment Proposal - To 8,708,143 1,018,419 51,000
approve by ordinary resolution the
adjournment of the Meeting by the chairman
thereof to a later date, if necessary, under
certain circumstances, including for the
purpose of soliciting additional proxies in
favor of the foregoing Proposals, in the
event HSAC2 does not receive the requisite
shareholder vote to approve the Proposals.
4
Item 8.01 Other Events
Based on the results of the Meeting, and subject to the satisfaction or waiver
of certain other closing conditions as described in the Proxy
Statement/Prospectus, the closing date of the Business Combination is
anticipated to be in
Cautionary Note Regarding Forward-Looking Statements
The statements contained in this Current Report on Form 8-K that are not purely
historical are forward-looking statements. Our forward-looking statements
include, but are not limited to, statements regarding our or our management's
expectations, hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipates," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking
statements in this report may include, for example, statements about our ability
to complete our initial business combination; our success in retaining or
recruiting, or changes required in, our officers, key employees or directors
following our initial business combination; the delisting of our securities from
Nasdaq or an inability to have our securities listed on Nasdaq following a
business combination; the potential liquidity and trading of our securities; and
the lack of a market for our securities. Factors that can affect future results
include, but are not limited to, those discussed under the heading "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition" in
the Company's filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL).
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