--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-22-047153" form_type: "8-K" ticker: "IRON" cik: "0001816736" company_name: "Disc Medicine, Inc." filed_at: "2022-12-28T23:59:59+00:00" generated_at: "2026-06-20T22:31:39.305627+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Gemini Therapeutics stockholders approve Disc Medicine merger; closing set for Dec 29 ## Summary - All five proposals approved, including share issuance (>20% of outstanding), reverse stock split, and compensation. - Merger expected to close on December 29, 2022, pending remaining closing conditions. - Reverse stock split at 1-for-10 ratio and reduction of authorized shares to 100 million approved. - Advisory vote on named executive officer compensation in connection with merger approved (32M for vs 5.2M against). ## SEC filing metadata - accession: 0001140361-22-047153 - form_type: 8-K - ticker: IRON - cik: 0001816736 - company_name: Disc Medicine, Inc. - filed_at: 2022-12-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047153/0001140361-22-047153-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047153/brhc10045909_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-047153 - JSON: https://secwatch.observer/filing/0001140361-22-047153.json - Plain text: https://secwatch.observer/filing/0001140361-22-047153.txt ## Key facts - Shareholder Votes Disc Medicine, Inc. shareholders approved Approval of amendments to the Company’s 2021 Stock Option and Incentive Plan and the Company’s 2021 Employee Stock Purchase Plan to (i) increase the number of shares of common stock reserved for issuance under the Company’s 2021 Stock Option and Incentive Plan to a number of shares representing appr at the 2022-12-28 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-12-28 source text: Proposal No. 4. Approval of amendments to the Company’s 2021 Stock Option and Incentive Plan and the Company’s 2021 Employee Stock Purchase Plan to (i) increase the number of shares of common stock reserved for issuance under the Company’s 2021 Stock Option and Incentive Plan to a number of shares representing approximately 9% of the fully diluted capitalization of the Company, determined as of immediately following the Merger and (ii) increase the number of shares of common stock reserved for issuance under the Company’s 2021 Employee Stock Purchase Plan to a number of shares representing approximately 0.84% of the fully diluted capitalization of the Company, determined as of immediately following the Merger. This proposal was approved by the requisite vote of the Company’s stockholders. For Against Abstain BROKER NON-VOTES 34,522,687 2,891,507 44,595 2,843,872 evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047153/0001140361-22-047153-index.htm - Shareholder Votes Disc Medicine, Inc. shareholders approved Approval of an amendment to the amended and restated certificate of incorporation of the Company to (a) effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of one new share of the Company’s common stock for every ten shares of outstanding common stock of the at the 2022-12-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-12-28 source text: Proposal No. 2. Approval of an amendment to the amended and restated certificate of incorporation of the Company to (a) effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of one new share of the Company’s common stock for every ten shares of outstanding common stock of the Company, and (b) implement a reduction in the number of authorized shares of the Company’s common stock to 100,000,000. This proposal was approved by the requisite vote of the Company’s stockholders. For Against Abstain BROKER NON-VOTES 39,833,612 421,352 47,697 - evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047153/0001140361-22-047153-index.htm - Shareholder Votes Disc Medicine, Inc. shareholders approved Approval, on a nonbinding, advisory basis, of the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. at the 2022-12-28 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-12-28 source text: Proposal No. 3. Approval, on a nonbinding, advisory basis, of the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. This proposal was approved by the requisite vote of the Company’s stockholders. For Against Abstain BROKER NON-VOTES 32,201,605 5,212,578 44,606 2,843,872 evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047153/0001140361-22-047153-index.htm - Shareholder Votes Disc Medicine, Inc. shareholders approved Approval of (i) the issuance of shares of common stock of the Company, which will represent more than 20% of the shares of the Company’s common stock outstanding immediately prior to the Merger, to stockholders of Disc, pursuant to the terms of the Merger Agreement, and (ii) the change of control re at the 2022-12-28 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-12-28 source text: Proposal No. 1. Approval of (i) the issuance of shares of common stock of the Company, which will represent more than 20% of the shares of the Company’s common stock outstanding immediately prior to the Merger, to stockholders of Disc, pursuant to the terms of the Merger Agreement, and (ii) the change of control resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively. This proposal was approved by the requisite vote of the Company’s stockholders. For Against Abstain BROKER NON-VOTES 37,341,199 114,070 3,520 2,843,872 evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047153/0001140361-22-047153-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.