8-K
filed July 12, 2023, 7:59 PM ET
ticker XAGE
CIK 0001842939
other material
confidence high
sentiment positive
materiality 0.80
Alpha Healthcare shareholders approve merger with Carmell Therapeutics
Longevity Health Holdings, Inc.
- Business combination proposal approved: 12,006,101 for, 3,504,978 against.
- All seven charter amendments approved, including name change to Carmell Therapeutics Corp.
- Issuance of up to 15M shares of New Carmell common stock approved.
- Nine directors elected for combined company, including Rich Upton and William Newlin.
- Adjournment proposal passed with 13,169,774 votes in favor.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Longevity Health Holdings, Inc. shareholders approved To adopt a proposal to (a) adopt and approve the Business Combination Agreement, dated as of January 4, 2023, among ALPA, Candy Merger Sub, Inc., and Carmell Therapeutics Corporation, and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement. at the 2023-07-11 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-07-11
Exact text from the filing
The following is a tabulation of the votes with respect to the Business Combination Proposal, which was approved by the Company’s stockholders: Votes For Votes Against Abstentions 12,006,101 3,504,978 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Longevity Health Holdings, Inc. shareholders approved Advisory Charter Proposal D - To provide that the removal of any director be only for cause and by the affirmative vote of at least 66 2/3% of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors. at the 2023-07-11 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-11
Exact text from the filing
The following is a tabulation of the votes with respect to the Advisory Charter Proposal D, which was approved by the Company’s stockholders: Votes For Votes Against Abstentions 9,938,520 5,572,559 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Longevity Health Holdings, Inc. shareholders approved Advisory Charter Proposal B - To increase the authorized shares of ALPA Common Stock to 250,000,000 shares. at the 2023-07-11 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-11
Exact text from the filing
The following is a tabulation of the votes with respect to the Advisory Charter Proposal B, which was approved by the Company’s stockholders: Votes For Votes Against Abstentions 12,006,101 3,504,978 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Longevity Health Holdings, Inc. shareholders approved Advisory Charter Proposal A - To change the corporate name of the Combined Company to 'Carmell Therapeutics Corporation' at the 2023-07-11 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-11
Exact text from the filing
The following is a tabulation of the votes with respect to the Advisory Charter Proposal A, which was approved by the Company’s stockholders: Votes For Votes Against Abstentions 12,006,101 3,504,978 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Longevity Health Holdings, Inc. shareholders approved Advisory Charter Proposal E - To provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 2/3% of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment. at the 2023-07-11 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-11
Exact text from the filing
The following is a tabulation of the votes with respect to the Advisory Charter Proposal E, which was approved by the Company’s stockholders: Votes For Votes Against Abstentions 9,938,520 5,572,559 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Longevity Health Holdings, Inc. shareholders approved Advisory Charter Proposal C - To increase the authorized shares of 'blank check' preferred stock that the Combined Company’s board of directors could issue to 20,000,000 shares. at the 2023-07-11 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-07-11
Exact text from the filing
The following is a tabulation of the votes with respect to the Advisory Charter Proposal C, which was approved by the Company’s stockholders: Votes For Votes Against Abstentions 10,030,205 5,480,874 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Longevity Health Holdings, Inc. shareholders approved To adopt a proposal to approve, assuming the Business Combination Proposal is approved and adopted, a proposed third amended and restated certificate of incorporation, which will amend and restate ALPA’s current Amended and Restated Certificate of Incorporation. at the 2023-07-11 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-11
Exact text from the filing
The following is a tabulation of the votes with respect to the Charter Amendment Proposal, which was approved by the Company’s stockholders: Votes For Votes Against Abstentions 7,576,108 (Class A Common Stock) 3,590,151 (Class A Common Stock) 0 (Class A Common Stock) 3,861,026 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)
View on SEC.gov
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