Special meeting vote passed14 Mar 2024 01:07
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): March 12, 2024
Karuna Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-38958
27-0605902
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
99 High Street, Floor 26
Boston, Massachusetts
02110
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 857 449-2244
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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(s)
Name of each exchange
on which registered
Common stock, par value $0.0001
KRTX
Nasdaq Global Market
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).
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 March 12, 2024, Karuna Therapeutics, Inc., a Delaware corporation (“Karuna”) held a special meeting of stockholders (the “Karuna Special Meeting”) at which holders of Karuna’s common stock, par value $0.0001 per share, approved each of the proposals voted on at the Karuna Special Meeting relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of December 22, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Karuna, Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), and Miramar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Of the 38,119,463 shares of Karuna’s common stock issued and outstanding at the close of business on January 26, 2024, the record da