| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
NexImmune, Inc. (the “Company”) held the special meeting of stockholders (the “Special Meeting”) on August 9, 2024 at 10:00 a.m. Eastern Time in virtual format. At the close of business on the record date of June 11, 2024, 1,371,051 shares of the Company’s common stock (the “Common Stock”) and one share of the Company’s Series A Preferred Stock (the “Preferred Stock”) issued and outstanding were eligible to vote. Each share of common stock entitled the holder to one vote and the share of Preferred Stock entitled the holder to cast the number of votes equal to the number of shares of common stock outstanding on the record date, provided that the aggregate number of shares of common stock that voted “for” the applicable proposal is greater than the aggregate number of shares of common stock that voted “against” or “abstain” on such proposal.
At the Special Meeting, 1,513,353 votes were cast, constituting 55.18% of the voting power on the record date. A quorum was present for all matters. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the SEC on June 21, 2024. The following actions were taken at the Special Meeting:
Proposal 1
The Company’s stockholders approved and adopted the dissolution of the Company (the “Dissolution”) and, following such Dissolution, the liquidation and winding-up of the Company pursuant to the Plan of Liquidation and Dissolution (the “Plan of Dissolution”), which authorizes the Board to liquidate and wind-up the Company in accordance with the Plan of Dissolution.
|
|
|
|
|
Votes For |
|
Votes Against |
|
Votes Abstained |
| 1,145,369 |
|
344,758 |
|
23,226 |
Proposal 2
The Company’s stockholders approved and adopted an adjournment of the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt proposal No. 1.
|
|
|
|
|
Votes For |
|
Votes Against |
|
Votes Abstained |
| 1,322,991 |
|
120,736 |
|
69,626 |
Cautionary Information Regarding Trading in the Company’s Securities
The Company cautions that trading in the Company’s securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.