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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): January 26, 2023

 

MURPHY CANYON ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41245   87-3272543

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4995 Murphy Canyon Road, Suite 300

San Diego, CA 92123

(Address of principal executive offices, including zip code)

 

760-471-8536

(Registrant’s telephone number, including area code)

 

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:

 

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   Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant   MURFU   The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share   MURF   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   MURFW   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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

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 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