UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 26, 2022
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Rockley Photonics Holdings Limited
(Exact name of registrant as specified in its charter)
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| Cayman Islands | | 001-40735 | | 98-1644526 |
(State or other jurisdiction
of incorporation)
| | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom (Address of principal executive offices) | |
| | WA14 2DT (Zip Code) |
+44 (0) 1865 292017
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
| | | | | | | | |
| ☐ | | 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) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement 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 Symbol(s) | Name of each exchange on which registered |
| | |
| Ordinary shares, $0.000004026575398 par value per share | RKLY | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share | RKLY.WS | The New York Stock Exchange |
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 5.08 Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
Rockley Photonics Holdings Limited (the “Company”) has established May 16, 2022 as the date for its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”).
Since the Company did not hold an annual meeting of stockholders the previous year, stockholders of the Company who wish to have a director nomination or proposal regarding any other matter of business considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or pursuant to the Amended and Restated Articles of Association of the Company (the “Articles”) must submit such nomination or proposal to the Company’s Secretary at Rockley Photonics Holdings Limited, 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom WA14 2DT on or before the close of business on February 18, 2022, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials.
In addition to complying with the February 18, 2022 deadline, stockholder director nominations and proposals intended to be considered for inclusion in the Company’s proxy materials for the 2022 Annual Meeting must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8, the Companies Act of the Cayman Islands, and the Articles in order to be eligible for inclusion in the proxy materials for the 2022 Annual Meeting.
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.
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| | Rockley Photonics Holdings Limited |
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| Date: | January 27, 2022 | By: | | /s/ Mahesh Karanth |
| | Name: | | Mahesh Karanth |
| | Title: | | Chief Financial Officer |
