UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 26, 2023, Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), held a Special Meeting of Stockholders (the “Special Meeting”). On December 30, 2022, the record date for the Special Meeting, there were 17,285,250 of shares of common stock entitled to be voted at the Special Meeting. At the Special Meeting, 13,613,704 shares of common stock of the Company or 78.76% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.
| 1. | The Extension Proposal |
Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination up to 12 times, each such extension for an additional one month period, from February 7, 2023, to February 7, 2024 (the “Extension Proposal”). Adoption of the Extension Proposal required approval by the affirmative vote of at least a 65% of the Company’s outstanding shares of common stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 12,422,659 | 1,191,045 | 0 | 0 |
| 2. | The Trust Amendment Proposal |
Stockholders approved the proposal to amend the Investment Management Trust Agreement, dated as of February 2, 2022, by and between the Company and Wilmington Trust, National Association, to allow the Company to extend the date by which the Company has to consummate a business combination 12 times, each such extension for an additional one month period, until February 7, 2024, by depositing into the trust account one-third of 1% of the funds remaining in the trust account following any redemptions in connection with the approval of the Extension Proposal at the Special Meeting for each one-month extension (the “Trust Amendment Proposal”). Adoption of the Trust Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 12,422,659 | 1,191,045 | 0 | 0 |
| 3. | The NTA Requirement Amendment Proposal |
Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “NTA Requirement Amendment Proposal”). Adoption of the NTA Requirement Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 12,422,669 | 1,191,035 | 0 | 0 |
| 4. | The Adjournment Proposal |
Stockholders approved the proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. Adoption of the Adjournment Proposal required approval by the affirmative vote of at least a majority of the Company’s outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 12,422,669 | 1,191,035 | 0 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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.
| February 1, 2023 | Murphy Canyon Acquisition Corp. | |
| By: | /s/ Jack K. Heilbron | |
| Name: | Jack Heilbron | |
| Title: | Chief Executive Officer | |