Redwoods Acquisition Corp.
04/18/2024 | Press release | Distributed by Public on 04/18/2024 15:26
Submission of Matters to a Vote of Security Holders - Form 425
Item 5.07. Submissions of Matters to a Vote of Security Holders.
On May 30, 2023, Redwoods Acquisition Corp. ("Redwoods") entered into a business combination agreement, as amended pursuant to Amendment No. 1 thereto dated as of November 4, 2023 (as the same has been or may be amended, modified, supplemented or waived from time to time, the "Business Combination Agreement"), by and among Redwoods, Anew Medical Sub, Inc., a Wyoming corporation and direct, wholly owned subsidiary of Redwoods ("Merger Sub"), and ANEW MEDICAL, INC., a Wyoming corporation (the "ANEW"), which, among other things, provides for the merger of Merger Sub with and into ANEW, with ANEW surviving such merger as a wholly owned subsidiary of Redwoods (the "Transactions"). Following the consummation of the Transactions, Redwoods will change its name to ANEW MEDICAL, INC.
On April 12, 2024 at 10:00 a.m. EST, Redwoods held a special meeting of stockholders (the "Meeting") at which the Company's stockholders voted on the following proposals, as set forth below, each of which is described in detail in the definitive proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on February 20, 2024, which was first mailed by the Company to its shareholders on or about February 20, 2024.
As February 16, 2024, the record date for the Meeting, there were 5,165,194 shares of common stock issued and outstanding and entitled to vote. There were 4,189,027 shares of common stock represented in person or by proxy at the Meeting. The final voting results for each proposal submitted to the stockholders of Redwoods at the Meeting are included below.
Each of the proposals described below was approved by Redwoods's stockholders.
| Matter | For | Against | Abstain | |||||||||
| Proposal 1 -A proposal to approve the business combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements. | 4,185,975 | 3,052 | 0 | |||||||||
| Proposal 2-A proposal to approve and adopt the second amended and restated certificate of incorporation. | 4,135,672 | 53,355 | 0 | |||||||||
| Proposal 3-A proposal to approve, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission ("SEC") requirements | 4,135,672 | 53,355 | 0 | |||||||||
| Proposal 4-A proposal to adopt the ANEW MEDICAL, INC. 2023 Stock Incentive Plan, and the material terms thereof, including the authorization of the initial share reserve thereunder. | 4,135,672 | 53,355 | 0 | |||||||||
| Proposal 5-A proposal to elect five directors to serve on the combined company's board of directors effective as of the closing of the transactions in accordance with the Business Combination Agreement. |
| NOMINEE | FOR | WITHHELD | ||||||||||
| 5a) Joseph Sinkule | 4,138,720 | 50,307 | ||||||||||
| 5b) Shalom Z. Hirschman | 4,189,023 | 4 | ||||||||||
| 5c) Samuel Zentman | 4,189,023 | 4 | ||||||||||
| 5d) Jon W. McGarity | 4,189,023 | 4 | ||||||||||
| 5e) Edward Cong Wang | 4,189,023 | 4 | ||||||||||
| Proposal 6-A proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Company common stock and the resulting change in control in connection with the Transactions | 4,185,875 | 3,152 | 0 |