HELX ACQU Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The Business Combination Proposal, as an ordinary resolution, to approve the
Business Combination Agreement, dated as of October 4, 2021 , by and among
Helix, MoonLake Immunotherapeutics AG , a Swiss stock corporation ("MoonLake"),
certain securityholders of MoonLake (the "ML Parties"), and the other parties
thereto, and approve the transactions contemplated by the Business Combination
Agreement (the "Business Combination"). The Business Combination Proposal was
approved. The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
11,498,788 549,286 11
Prior to the Extraordinary General Meeting, holders of 8,080,845 Class A
Ordinary Shares sold in Helix's initial public offering exercised their rights
to redeem those shares for cash at a redemption price of approximately
2. Binding Organizational Documents Proposals, to approve the amendment and
restatement of the existing memorandum and articles of association of Helix
(the "Existing MAA"), as follows:
A. Binding Organizational Documents Proposal A, as an ordinary resolution, to
approve, assuming the Business Combination Proposal is approved, the change in
authorized share capital of Helix, from US$55,500 divided into 500,000,000
Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares, and 5,000,000
preference shares, to US$65,500 divided into 500,000,000 Class A Ordinary
Shares, 50,000,000 Class B Ordinary Shares, 100,000,000 Class C Ordinary
Shares, and 5,000,000 preference shares by the creation of an additional
100,000,000 Class C Ordinary Shares with a par value of US$0.0001 each. The
Binding Organizational Documents Proposal A was approved. The final voting
tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
10,963,884 1,082,190 2,011
B. Binding Organizational Documents Proposal B, as a special resolution, to
approve, assuming the Business Combination Proposal is approved, the change in
Helix's name, from "Helix Acquisition Corp. " to "MoonLake Immunotherapeutics."
The Binding Organizational Documents Proposal B was approved. The final voting
tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
11,498,788 549,286 11
C. Binding Organizational Documents Proposal C, as a special resolution, to
approve, assuming the Business Combination Proposal is approved, the adoption
of the second amended and restated memorandum and articles of association of
the Company (the "Proposed MAA"). The Binding Organizational Documents
Proposal C was approved. The final voting tabulation for this proposal was as
follows:
Votes For Votes Against Abstentions
11,496,788 549,286 2,011
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3. The Advisory Organizational Documents Proposals, to approve, on a non-binding
advisory basis, certain governance provisions in the Proposed MAA, which are
being presented separately in accordance with United States Securities and
Exchange Commission guidance to give shareholders the opportunity to present
their separate views on important corporate governance provisions, as eight
sub-proposals:
A. Advisory Organizational Documents Proposal A, as an ordinary resolution, to
approve, assuming Binding Organizational Documents Proposal A is approved, an
amendment to the Existing MAA to provide for an increase in the authorized
share capital from US$55,500 divided into 500,000,000 Class A Ordinary Shares
of a par value of US$0.0001 each, 50,000,000 Class B Ordinary Shares of a par
value of US$0.0001 each and 5,000,000 preference shares of a par value of
US$0.0001 each to US$65,500 divided into 500,000,000 Class A Ordinary Shares
of a par value of US$0.0001 each, 50,000,000 Class B Ordinary Shares of a par
value of US$0.0001 each, 100,000,000 Class C Ordinary Shares of a par value of
US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001
each, to reflect the establishment of the Class C Ordinary Share class. The
Advisory Organizational Documents Proposal A was approved. The final voting
tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
10,963,884 1,082,190 2,011
B. Advisory Organizational Documents Proposal B, as an ordinary resolution, to
approve, assuming Binding Organizational Documents Proposal A is approved, an
amendment to the Existing MAA to provide (i) for the rights attaching to Class
A Ordinary Shares and Class C Ordinary Shares, (ii) that Class C Ordinary
Shares may be transferred only as set out in the amended and restated
shareholders' agreement to be entered by Helix, MoonLake and each ML Party at
the closing of the Business Combination (the "Closing") (the "A&R
Shareholders' Agreement") to be in effect following the Closing, and (iii) for
restrictions on certain share adjustments (capitalizations, share
subdivisions, share consolidations, reclassifications and recapitalizations)
with respect to the issuance of Class C Ordinary Shares. The Advisory
Organizational Documents Proposal B was approved. The final voting tabulation
for this proposal was as follows:
Votes For Votes Against Abstentions
10,963,769 549,286 535,030
C. Advisory Organizational Documents Proposal C, as an ordinary resolution, to
require the consent of a class of shares, voting separately, for any variation
of the rights of such class instead of the board of directors' ability to vary
class rights without consent from shareholders of a class where the board of
directors considered the variation would not have a material adverse effect on
such rights. The Advisory Organizational Documents Proposal C was approved.
The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
10,965,884 549,286 532,915
D. Advisory Organizational Documents Proposal D, as an ordinary resolution, to
remove the ability of the board of directors to remove one of their members
for cause. The Advisory Organizational Documents Proposal D was approved. The
final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
10,304,173 1,742,401 1,511
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E. Advisory Organizational Documents Proposal E, as an ordinary resolution, for
an extended notice period for shareholders to nominate a director without a
timely public announcement. The Advisory Organizational Documents Proposal E
was approved. The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
9,556,945 2,491,129 11
F. Advisory Organizational Documents Proposal F, as an ordinary resolution, for
restrictions on the ability of non-employee directors to pursue certain
business opportunities wherein the Company retains its interest in any
opportunity offered to any non-employee director if such opportunity is
expressly offered to such non-employee director solely in his or her capacity
as a director. The Advisory Organizational Documents Proposal F was approved.
The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
11,498,673 549,286 126
G. Advisory Organizational Documents Proposal G, as an ordinary resolution, for
the elimination of the minimum shareholder requirement in general meeting
proposals and director nomination provisions. The Advisory Organizational
Documents Proposal G was approved. The final voting tabulation for this
proposal was as follows:
Votes For Votes Against Abstentions
10,749,830 1,298,244 11
H. Advisory Organizational Documents Proposal H, as an ordinary resolution, for
certain additional changes, including, among other things (i) removing terms
providing for the automatic conversion of Class B Ordinary Shares to Class A
Ordinary Shares in connection with consummation of an initial business
combination; (ii) removing shareholder redemption provisions; (iii) removing
the limitation on paying cash remuneration to directors prior to the
consummation of an initial business combination; (iv) removing the right of
holders of Class B Ordinary Shares to appoint and remove directors and the
protective amendment threshold prior to the consummation of an initial
business combination and instead requiring a special resolution to remove any
director; (v) removing weighted voting for a special resolution to approve a
transfer out by way of continuation; (vi) removing an additional requirement,
prior to the consummation of an initial business combination, for an amending
special resolution to be supported by an affirmative vote of a simple majority
of Class B Ordinary Shares or any amendment to the relevant article; and (vii)
removing certain defined terms relevant to when the Company was a special
purpose acquisition company, all of such terms being relevant only to a
company operating as a special purpose acquisition company and which our board
of directors believes are necessary to adequately address the needs of the
post-business combination company. The Advisory Organizational Documents
Proposal H was approved. The final voting tabulation for this proposal was as
follows:
Votes For Votes Against Abstentions
11,496,788 549,286 2,011
4. The Nasdaq Proposal, as an ordinary resolution, to approve, for the purpose of
complying with the applicable listing rules of the Nasdaq Stock Market LLC
("Nasdaq"), (i) the issuance of Class A Ordinary Shares to Biotechnology Value
Fund, L.P. , Biotechnology Value Fund II, L.P. , and Biotechnology Value Trading
Fund OS, L.P. (collectively, the "BVF Shareholders") and Class C Ordinary
Shares to the ML Parties (other than the BVF Shareholders), including the
Class A Ordinary Shares issuable upon the exchange of MoonLake Common Shares
and simultaneous surrender of Class C Ordinary Shares by such ML Parties,
pursuant to the terms of the Business Combination Agreement, Investment
Agreement, and the A&R Shareholders' Agreement, and (ii) the issuance of Class
A Ordinary Shares to the investors party to the Subscription Agreements
entered into concurrently with the execution of the Business Combination
Agreement, plus any additional shares pursuant to subscription agreements we
may enter into prior to Closing. The Nasdaq Proposal was approved. The final
voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
11,498,684 549,286 115
5. The Incentive Plan Proposal, as an ordinary resolution, to approve the
MoonLake Immunotherapeutics 2022 Equity Incentive Plan. The Incentive Proposal
was approved. The final voting tabulation for this proposal was as follows:
Votes For Votes Against Abstentions
12,040,279 5,806 2,000
As there were sufficient votes at the time of the Extraordinary Meeting to approve each of the above Proposals, the "Adjournment Proposal" described in the Proxy Statement is not applicable.
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