Item 5.07 Submission of Matters to a Vote of Security Holders
On October 26, 2021, Misonix, Inc. ("Misonix") held a special meeting of
stockholders (the "Special Meeting"). At the Special Meeting, Misonix
stockholders voted on the following three proposals, each of which is described
in detail in the definitive joint proxy statement/prospectus, that was filed on
Schedule 14A by Misonix with the Securities and Exchange Commission on September
24, 2021, in connection with the mergers contemplated by the Agreement and Plan
of Merger, dated July 29, 2021, by and among Bioventus Inc. ("Bioventus"),
Oyster Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary
of Bioventus, Oyster Merger Sub II, LLC, a Delaware limited liability company,
and a wholly owned subsidiary of Bioventus, and Misonix, as may be amended from
time to time (the "Merger Agreement"). A summary of the voting results for the
matters proposed at the Special Meeting is set forth below.
There were 17,425,045 shares of Misonix's common stock issued and outstanding as
of September 22, 2021, the record date for the Special Meeting (the "Record
Date"). At the Special Meeting, the holders of 13,578,295 shares of Misonix's
common stock were present or represented by proxy, representing approximately
77.9% of the total outstanding shares of Misonix's common stock as of the Record
Date, which constituted a quorum to conduct business at the Special Meeting. The
following are the voting results on proposals considered and voted upon at the
Special Meeting, all of which are described in the joint proxy/prospectus filed
on Schedule 14A by Misonix with the Securities and Exchange Commission on
September 24, 2021:
Proposal 1: Adoption of the Merger Agreement. At the Special Meeting, Misonix
stockholders approved a proposal to adopt the Merger Agreement. The voting
results for this proposal were as follows:
For Against Abstain Broker Non-Votes
13,057,059 3,209 518,027 -
Proposal 2: Approval on a non-binding advisory basis, the compensation that may
be paid or become payable to Misonix named executive officers that is based on
or otherwise relates to the transactions contemplated by the Merger Agreement.
At the Special Meeting, Misonix stockholders approved on a non-binding advisory
basis, the compensation that may be paid or become payable to Misonix named
executive officers that is based on or otherwise relates to the transactions
contemplated by the Merger Agreement. The voting results for this proposal were
as follows:
For Against Abstain Broker Non-Votes
12,678,798 349,590 549,907 -
Proposal 3: Approval of the adjournment of the Special Meeting, if necessary or
appropriate, to solicit additional proxies or if there were insufficient votes
at the time of the Special Meeting to approve Proposal 1 or to ensure that any
supplemental or amendment to the joint proxy statement/prospectus was timely
provided to Misonix stockholders. Because Proposal 1 was approved, the proposal
to adjourn the special meeting was not necessary and was not acted upon.
Item 7.01 Regulation FD Disclosure
On October 26, 2021, Bioventus and Misonix issued a joint press release
announcing the voting results of the Special Meeting and the special meeting of
Bioventus shareholders. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
The information contained in Item 7.01 of this Current Report, including Exhibit
99.1, is furnished under this Item 7.01 and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
incorporated by reference in any filing thereunder or under the Securities Act
of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Reference is made to the Exhibit Index included with this Current Report on Form
8-K.
Exhibit No. Description
99.1 Joint Press Release, dated October 26, 2021
104 Cover Page Interaction Date File (embedded within the Inline XBRL
document)
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