UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 8, 2023, Intelligent Medicine Acquisition Corp. (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the State of Delaware., The Amendment is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 8, 2023, the Company held a special meeting of shareholders (the “Meeting”) to approve the Extension Amendment Proposal, the Trust Amendment Proposal (collectively, the “Extension Proposals”) and the Adjournment Proposal, each as more fully described in its definitive proxy statement, filed with United States Securities and Exchange Commission (the “Commission”) on January 19, 2023..
The final voting results for the Extension Proposals were as follows:
Proposal No. 1: The Extension Amendment Proposal: To amend the Company’s amended and restated certificate of incorporation by allowing the Company to extend the date by which it has to consummate a business combination for an additional seven (7) months, from February 9, 2023 to September 9, 2023, or such earlier date as determined by the Company’s board of directors, conditioned on the deposit of 200,000 shares of Class B common stock into the Company’s IPO Trust Account.
FOR | AGAINST | ABSTAIN | ||
17,071,690 | 4,600,300 | 3,936 |
Proposal No. 2 The Trust Amendment Proposal: To amend the Investment Management Trust Agreement, dated November 4, 2021, by and between the Company and Continental Stock Transfer & Company to authorize the Extension and its implementation by the Company.
FOR | AGAINST | ABSTAIN | ||
17,071,841 | 4,600,149 | 3,936 |
Proposal No. 3: The Adjournment Proposal. The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Proposals, this proposal was not voted upon at the Meeting.
In connection with the vote to approve the Extension Proposals, the holders of 20,009,861 public shares of common stock of the Company properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.34 per share, for an aggregate redemption amount of approximately $206.9 million.
Item 8.01 | Other Events. |
On February 8, 2023, the Company’s Sponsor, Intelligent Medicine Sponsor LLC, contributed to the Company for purposes of making a deposit into the Company’s IPO Trust Account of an aggregate of 200,000 shares of Class B common stock for the benefit of the public shares that were not redeemed by the public shareholders in connection with the Meeting. Following the foregoing contribution, the Sponsor will own 4,700,000 shares of Class B common stock, which upon conversion of such shares into shares of Class A common stock would represent 80.1% of the outstanding shares.
The Sponsor also owns Private Placement Warrants exercisable for 9,245,000 shares of Class A common stock which are not currently exercisable.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit | Description | |
3.1 | Amendment to Amended and Restated Certificate of Incorporation | |
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.
Dated: February 9, 2023
INTELLIGENT MEDICINE ACQUISITION CORP. | ||
By: | /s/ Gregory C. Simon | |
Name: | Gregory C. Simon | |
Title: | Chief Executive Officer |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INTELLIGENT MEDICINE ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
INTELLIGENT MEDICINE ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
1. | The name of the Corporation is Intelligent Medicine Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 25, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 9, 2021 (the “Amended and Restated Certificate of Incorporation”). |
2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
4. | The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows: |
(d) In the event that the Corporation has not consummated an initial Business Combination within 15 months from the closing of the Offering, the Board may extend the period of time to consummate an initial Business Combination (an “Extension”) by an additional 7 months, or such earlier date as determined by the Board, for a total of up to 22 months to consummate an initial Business Combination, and if it fails to do so, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
IN WITNESS WHEREOF, Intelligent Medicine Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this day of February 8, 2023.
INTELLIGENT MEDICINE ACQUISITION CORP. | ||
By: | /s/ Gregory C. Simon | |
Name: | Gregory C. Simon | |
Title: | Chief Executive Officer |