Item 5.07. Submission of Matters to a Vote of Security Holders.
IKONICS Corporation ("IKONICS") held a special meeting of shareholders on
December 10, 2021. The following proposals, each of which is described in detail
in the proxy statement/prospectus contained in the registration statement on
Form S-4 filed with the Securities and Exchange Commission ("SEC") declared
effective as of November 12, 2021, as amended and supplemented prior to the
special meeting, were voted upon by the shareholders:
1. Mergers Proposal. The proposal to adopt the Agreement and Plan of Merger,
dated as of June 24, 2021, by and among IKONICS, Telluride Holdco, Inc.,
Telluride Merger Sub I, Inc., Telluride Merger Sub II, Inc. and TeraWulf
Inc., was approved based on the following votes:
For Against Abstain Broker Non-Votes
1,271,021 3,074 3,037 -
2. Advisory Compensation Proposal. The proposal to approve, on an advisory
(non-binding) basis, specified compensation that may be received by IKONICS'
named executive officers in connection with the mergers, was approved based
on the following votes:
For Against Abstain Broker Non-Votes
1,265,831 6,984 4,317 -
3. Increase in Authorized Shares Proposal. The proposal to approve an amendment
to the IKONICS articles of incorporation to increase the number of authorized
shares of common stock to 5,750,000 was approved based on the following
votes:
For Against Abstain
1,253,353 19,934 3,845
4. Adjournment Proposal. The proposal to approve one or more adjournments of the
special meeting to a later date or dates if necessary or appropriate to
solicit additional proxies if there are insufficient votes to adopt the
merger agreement at the time of the special meeting was approved based on the
following votes:
For Against Abstain Broker Non-Votes
1,254,499 19,146 3,487 -
Although Proposal 4 was approved, adjournment of the special meeting was not
necessary or appropriate because the IKONICS shareholders approved all other
proposals.
Item 8.01. Other Events.
The mergers and other transactions contemplated by the merger agreement are
expected to close on December 13, 2021, with shares of common stock of TeraWulf
Inc. (formerly Telluride Holdco, Inc.) commencing trading on The Nasdaq Stock
Market LLC effective as of the commencement of trading on December 14, 2021.
--------------------------------------------------------------------------------
Forward Looking Statements
This current report on Form 8-K contains "forward-looking statements" within the
meaning of the U.S. federal securities laws. Such statements include statements
concerning anticipated future events and expectations that are not historical
facts. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Actual results may vary
materially from those expressed or implied by forward-looking statements based
on a number of factors, including, without limitation: (1) risks related to the
consummation of the mergers, including the risks that (a) the mergers may not be
consummated within the anticipated time period, or at all, (b) other conditions
to the consummation of the mergers under the merger agreement may not be
satisfied, (c) all or part of TeraWulf's contemplated financing may not become
available, and (d) the significant limitations on remedies contained in the
merger agreement may limit or entirely prevent a party from specifically
enforcing another party's obligations under the merger agreement or recovering
damages for any breach; (2) approval of the combined company's application to
list its shares on The Nasdaq Stock Market LLC, (3) the effects that any
termination of the merger agreement may have on a party or its business,
including the risks that (a) the price of IKONICS' common stock may decline
significantly if the mergers are not completed, (b) the merger agreement may be
terminated in circumstances requiring IKONICS to pay TeraWulf a termination fee
of $1.2 million, or (c) the circumstances of the termination, may have a
chilling effect on alternatives to the mergers; (4) the effects that the
announcement or pendency of the mergers may have on IKONICS and its business,
including the risks that as a result (a) the business, operating results or
stock price of IKONICS' common stock may suffer, (b) its current plans and
operations may be disrupted, (c) the ability of IKONICS to retain or recruit key
employees may be adversely affected, (d) its business relationships (including,
customers, franchisees and suppliers) may be adversely affected, or (e)
management and employee attention may be diverted from other important matters;
(5) the effect of limitations that the merger agreement places on IKONICS'
ability to operate its business, return capital to shareholders or engage in
alternative transactions; (6) the nature, cost and outcome of pending and future
litigation and other legal proceedings, including any such proceedings related
to the transactions and instituted against IKONICS and others; (7) the risk that
the transaction may involve unexpected costs, liabilities or delays; (8) other
economic, business, competitive, legal, regulatory, and/or tax factors; (9) the
possibility that less than all or none of IKONICS' historical business will be
sold prior to the expiration of the CVRs; and (10) other factors described under
the heading "Risk Factors" in the proxy statement/prospectus contained in the
Registration Statement, as updated or supplemented by subsequent reports that
IKONICS has filed or files with the SEC. Potential investors, shareholders and
other readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. None of
Holdco, IKONICS or TeraWulf assumes any obligation to publicly update any
forward-looking statement after it is made, whether as a result of new
information, future events or otherwise, except as required by law.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
IKONICS CORP 
