Current Report Filing (8-k)
December 17 2021 - 6:03AM
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2021-12-16
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2021-12-16
2021-12-16
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December
16, 2021
CM
Life Sciences III Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-40312
|
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86-1691173
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
c/o
Corvex Management LP
667
Madison Avenue
New
York, New
York 10065
(Address
of principal executive offices, including zip code)
(212)
474-6745
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
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Name
of each exchange on which
registered
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Units,
each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
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CMLTU
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The
Nasdaq Stock Market LLC
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Class
A common stock, par value $0.0001 per share
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|
CMLT
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The
Nasdaq Stock Market LLC
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Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
|
|
CMLTW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07.
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Submission
of Matters to a Vote of Security Holders.
|
On
December 16, 2021, CM Life Sciences III Inc., a Delaware corporation (“CMLS III”), held a Special Meeting of
its stockholders (the “Special Meeting”). At the Special Meeting, a total of 53,077,371 (approximately 76.92%)
of CMLS III’s issued and outstanding shares of common stock held of record as of November 4, 2021, the record date for the Special
Meeting, were present either in person or represented by proxy, which constituted a quorum. CMLS III’s stockholders voted on the
following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
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(a)
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Proposal
No. 1 — The Business Combination Proposal — to approve
and adopt the Agreement and Plan of Merger, dated as of August 5, 2021, as amended by
Amendment No. 1 and Amendment No. 2 thereto (the “amendments”),
dated as of September 21, 2021 and October 28, 2021, respectively (as so amended
and as may be further amended and/or restated from time to time, the “Merger
Agreement”), by and among CMLS III, its wholly owned subsidiary, Clover III
Merger Sub, Inc. (“Merger Sub”), and EQRx, Inc. (“EQRx”),
a composite copy of which, incorporating the amendments into the text of the initial agreement,
is attached to the Definitive Proxy Statement, as filed December 1, 2021, as Annex A,
and approve the transactions contemplated thereby (“Business Combination”),
including the merger of Merger Sub with and into EQRx, with EQRx surviving the merger as
a wholly owned subsidiary of CMLS III, and the issuance of common stock to EQRx stockholders
as merger consideration:
|
Class
A Shares
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|
Votes
For
|
Votes
Against
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Abstentions
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36,260,098
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3,017,927
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2,345
|
|
|
|
|
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Class B Shares
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|
Votes
For
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Votes
Against
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Abstentions
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|
13,800,000
|
0
|
0
|
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(b)
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Proposal
No. 2 — The Nasdaq Stock Issuance Proposal — to approve,
assuming the Business Combination Proposal is approved, and for purposes of complying with
applicable listing rules of the Nasdaq Stock Market (“Nasdaq”),
the issuance of more than 20% of CMLS III’s outstanding common stock in connection
with the Business Combination and subscription agreements dated as of August 5, 2021 with
certain institutional investors (collectively, the “PIPE Investors”),
including up to 120,000,000 shares of our common stock to the PIPE Investors, which
includes affiliates of CMLS Holdings III LLC (“Sponsor”) that subscribed
for 10,250,000 shares of common stock, and up to 365,000,000 shares of our common
stock to EQRx stockholders and up to 50,000,000 Earn-Out Shares:
|
Class
A Shares
|
|
Votes
For
|
Votes
Against
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Abstentions
|
36,256,997
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3,017,340
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6,033
|
|
|
|
|
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Class B Shares
|
|
Votes
For
|
Votes
Against
|
Abstentions
|
|
13,800,000
|
0
|
0
|
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(c)
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Proposal
No. 3 — The Incentive Plan Proposal — to approve
the EQRx, Inc. 2021 Stock Option and Incentive Plan, a copy of which is attached to the Definitive
Proxy Statement filed December 1, 2021, as Annex C (“2021
Incentive Plan”), including the authorization of the initial share reserve
under the Incentive Plan:
|
Class
A Shares
|
|
Votes
For
|
Votes
Against
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Abstentions
|
32,605,631
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6,649,638
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25,101
|
|
|
|
|
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Class B Shares
|
|
Votes
For
|
Votes
Against
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Abstentions
|
|
13,800,000
|
0
|
0
|
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(d)
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Proposal
No.4 — The ESPP Proposal — to approve the EQRx, Inc. 2021 Employee
Stock Purchase Plan, a copy of which is attached to the Definitive Proxy Statement filed
December 1, 2021 as Annex D (“ESPP”),
including the authorization of the initial share reserve under the ESPP:
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Class
A Shares
|
|
Votes
For
|
Votes
Against
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Abstentions
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32,952,962
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6,304,628
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22,780
|
|
|
|
|
|
Class B Shares
|
|
Votes
For
|
Votes
Against
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Abstentions
|
|
13,800,000
|
0
|
0
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(e)
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Proposal
No. 5 — The Charter Amendment Proposal — to, assuming the Business
Combination Proposal is approved, adopt the A&R Certificate of Incorporation in the form
attached to the Definitive Proxy Statement filed December 1, 2021 as Annex E:
|
Class
A Shares
|
|
Votes
For
|
Votes
Against
|
Abstentions
|
36,248,569
|
3,024,996
|
6,805
|
|
|
|
|
|
Class B Shares
|
|
Votes
For
|
Votes
Against
|
Abstentions
|
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13,800,000
|
0
|
0
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CM LIFE SCIENCES III INC.
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By:
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/s/ Brian Emes
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Name:
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Brian Emes
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Title:
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Chief Financial Officer and Secretary
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Date: December
16, 2021
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