Introductory Comment – Use of Terminology
Throughout this Current Report on Form 8-K, the terms “the Company,” “we” and “our” refer to Tyme Technologies, Inc., a Delaware corporation, together with its subsidiary (“TYME”).
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At a special meeting of the stockholders of the Company held on September 15, 2022 (the “Special Meeting”), the Company’s stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of July 3, 2022 (the “Merger Agreement”), by and among the Company, Syros Pharmaceuticals, Inc., a Delaware corporation (“Syros”) and Tack Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Syros (“Merger Sub”), providing for the merger of Merger Sub with and into TYME, with TYME surviving the merger as wholly-owned subsidiary of Syros (the “Merger”). The proposals are described in detail in the Company’s definitive proxy statement / prospectus filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2022 (as amended or supplemented thereafter, the “Proxy Statement / Prospectus”) and first mailed to the Company’s stockholders on August 10, 2022. The final voting results regarding each proposal are set forth below. There were 172,206,894 shares of Company common stock outstanding and entitled to vote on the record date for the Special Meeting, and 122,698,749 shares of company common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.
| | 1. | Proposal 1—Adoption of the Merger Agreement: |
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
93,159,168 | | 1,748,552 | | 401,094 | | 27,389,935 |
| | 2. | Proposal 2—Approval, on a non-binding advisory basis, of merger-related compensation payable to TYME’s named executive officers: |
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
74,268,494 | | 20,078,790 | | 961,530 | | 27,389,935 |
| | 3. | Proposal 3—Approval of an amendment to TYME’s amended and restated certificate of incorporation to effect a reverse stock split of our common stock, by a ratio of not less than 1-for-15 and not more than 1-for-75, such ratio and the implementation and timing of the reverse stock split to be determined in the discretion of our board of directors. |
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
109,923,248 | | 12,332,874 | | 442,627 | | — |
| | 4. | Proposal 4— Consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 1, 2 and 3 or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of TYME’s common stock. |
This proposal was approved by the requisite vote of the Company’s stockholders, but adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to Proposal Nos. 1, 2 and 3.
