Current Report Filing (8-k)
September 26 2019 - 1:36PM
Edgar (US Regulatory)
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): September 26, 2019
MISONIX, INC.
(Exact name of Registrant
as specified in its charter)
New York
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001-10986
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11-2148932
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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1938 New Highway, Farmingdale, New York
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11735
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(Address of Principal Executive Offices)
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(Zip Code)
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(631) 694-9555
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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 o
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Shares, $0.01 par value
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MSON
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The Nasdaq Global Market
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On September 26, 2019, Misonix,
Inc. (“Misonix”) convened the special meeting of shareholders (the “Special Meeting”), which was called
to seek shareholder approval of the proposals described in detail in the joint proxy and consent solicitation statement/prospectus
(the “Proxy Statement”) filed by New Misonix, Inc. (“New Misonix”) and declared effective by the Securities
and Exchange Commission on August 13, 2019.
The following votes were taken at the
Special Meeting.
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1.
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Adoption of the Merger Agreement. The proposal for adoption of the Merger Agreement (as defined in the Proxy Statement)
(the “Merger Agreement Proposal”) was approved by a vote of 7,405,253 shares voting for the proposal, 156,159 shares
voting against the proposal, 9,976 abstaining from the vote on the proposal and no broker non-votes.
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2.
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Approval of Share Issuance. The proposal to approve, for purposes of complying with applicable provisions of Nasdaq
Stock Market LLC listing rules, the issuance of shares of common stock of New Misonix in connection with the transactions
contemplated by the Merger Agreement (the “Share Issuance Proposal”) was approved by a vote of 7,411,969 shares
voting for the proposal, 154,328 shares voting against the proposal, 5,091 abstaining from the vote on the proposal and no broker
non-votes.
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3.
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Approval of Charter Amendments. The proposal to approve the Amended and Restated Certificate of Incorporation of New
Misonix, a copy of which was attached to the Proxy Statement as Annex B, to:
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a.
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divide the board of directors of New Misonix into three classes with staggered three-year terms and, in connection therewith,
provide that New Misonix directors can only be removed by shareholders of New Misonix for cause upon the vote of holders of two-thirds
of the outstanding shares was not approved by a vote of 5,548,209 shares voting for the proposal, 2,019,338 shares voting against
the proposal, 3,841 abstaining from the vote on the proposal and no broker non-votes;
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b.
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provide that shareholder actions must be taken at a meeting and not by written consent
was not approved by a vote of 5,544,638 shares voting for the proposal, 1,953,511 shares voting against the proposal, 73,239 abstaining
from the vote on the proposal and no broker non-votes;
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c.
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authorize an amendment of the New Misonix Bylaws by holders of a majority of the outstanding
shares, provided that a vote of the holders of two-thirds of the outstanding shares would be required to amend the New
Misonix Bylaws if the amendment was not approved by a majority of the New Misonix board was not approved by a vote of 5,542,947
shares voting for the proposal, 2,021,961 shares voting against the proposal, 6,480 abstaining from the vote on the proposal and
no broker non-votes;
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d.
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prohibit shareholders from calling special meetings was not approved by a vote of 5,453,392 shares voting for the proposal,
2,032,987 shares voting against the proposal, 85,009 abstaining from the vote on the proposal and no broker non-votes; and
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e.
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mandate that the Court of Chancery of the State of Delaware shall be the exclusive forum
for various actions that may be brought against New Misonix, its officers, or directors was approved by a vote of 6,435,198
shares voting for the proposal, 1,131,022 shares voting against the proposal, 5,168 abstaining from the vote on the proposal and
no broker non-votes.
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4.
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Adjournment or Postponement of the Special Meeting. The proposal to adjourn the Misonix special meeting, if necessary
or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Misonix
Merger Proposal or the Misonix Share Issuance Proposal have not been obtained by Misonix was approved by a vote of 7,121,059
shares voting for the proposal, 374,066 shares voting against the proposal, 76,263 abstaining from the vote on the proposal and
no broker non-votes.
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Because the total votes cast in favor
of the Merger Agreement Proposal and Share Issuance Proposal, represented over the requisite percentage for approval, no adjournment
to solicit additional proxies was necessary.
There were no other matters presented
for a vote at the Special Meeting.
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.
Dated: September 26, 2019
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Misonix, Inc.
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By:
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/s/ Joseph P. Dwyer
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Joseph P. Dwyer
Chief Financial Officer
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