Form 8-K - Current report

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): June 5, 2024

NewAmsterdam Pharma Company N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

001-41562

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Gooimeer 2-35

Naarden

The Netherlands

1411 DC

(Address of principal executive offices)

(Zip Code)

+31 (0) 35 206 2971

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication 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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Ordinary Shares, nominal value €0.12 per share	NAMS	The Nasdaq Stock Market LLC
Warrants to purchase Ordinary Shares	NAMSW	The Nasdaq Stock Market LLC

☒ 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).

☐	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.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 5, 2024, NewAmsterdam Pharma Company N.V. (the “Company”) held its 2024 annual general meeting of shareholders (the “Annual General Meeting”). A total of 89,985,784 of the Company’s ordinary shares were eligible to vote as of the record date of May 8, 2024. A quorum of 57,562,876 ordinary shares, or approximately 63.96%, voted in person or by proxy at the Annual General Meeting.

The final results of each of the agenda items submitted to a vote of the shareholders are as follows:

Proposal 1. The Company’s shareholders approved the adoption of the Dutch statutory annual accounts for fiscal year ended December 31, 2023. The votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
57,562,094	678	104	—

Proposal 2. The Company’s shareholders approved the discharge from liability for the Company’s directors with respect to the performance of their duties during the fiscal year ended December 31, 2023. The votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
48,040,887	26,567	4,010	9,491,412

Proposal 3. The Company’s shareholders approved the appointment of and instruction to Deloitte Accounts B.V. as the external independent auditor for the audit of the Company’s annual accounts for the fiscal year 2024. The votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
57,561,755	947	174	—

Proposal 4. The Company’s shareholders ratified the selection of Deloitte Accountants B.V. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 by the Company’s audit committee. The votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
57,561,755	947	174	—

Proposal 5. The Company’s shareholders approved the appointment of William H. Lewis as non-executive director of the Company. The votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
48,059,643	10,660	1,161	9,491,412

Proposal 6. The Company’s shareholders approved the reappointment of Louis Lange, M.D., Ph.D. as non-executive director of the Company. The votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
34,542,339	13,172,109	357,016	9,491,412

Proposal 7. The Company’s shareholders approved the extension of authorization for the Board to acquire ordinary shares and depository receipts for ordinary shares in the Company’s capital. The votes cast were as follows:


For	Against	Abstain	Broker Non-Votes
43,773,570	13,430,765	358,541	—

Item 8.01

Other Events.

The Company is refiling a copy of the License Agreement, dated June 23, 2022, between A. Menarini International Licensing S.A. and NewAmsterdam Pharma B.V., which was inadvertently omitted from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


EXHIBIT NUMBER		EXHIBIT DESCRIPTION

10.1		License Agreement, dated June 23, 2022, between A. Menarini International Licensing S.A. and NewAmsterdam Pharma B.V. (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4 (File No. 333-266510), filed with the SEC on October 13, 2022).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.


NewAmsterdam Pharma Company N.V.

By:		/s/ Michael Davidson
		Michael Davidson
		Chief Executive Officer

Dated: June 7, 2024

Document and Entity Information	Jun. 05, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	NewAmsterdam Pharma Company N.V.
Entity Incorporation State Country Code	P7
Entity File Number	001-41562
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	Gooimeer 2-35
Entity Address City Or Town	Naarden
Entity Address Country	NL
Entity Address Postal Zip Code	1411 DC
Country Region	31
City Area Code	(0) 35
Local Phone Number	206 2971
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001936258
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Ordinary Shares, nominal value €0.12 per share
Trading Symbol	NAMS
Security Exchange Name	NASDAQ
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase Ordinary Shares
Trading Symbol	NAMSW
Security Exchange Name	NASDAQ