Current Report Filing (8-k)
27 October 2021 - 9:07PM
Edgar (US Regulatory)
0001616212
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0001616212
2021-10-26
2021-10-26
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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):
October 26, 2021
TRILLIUM
THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
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001-36596
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Not applicable
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Trillium Therapeutics USA Inc.
100 CambridgePark Drive, Suite 510
Cambridge, Massachusetts, 02140
USA
(Address of principal executive offices, including
zip code)
(416) 595-0627
(Registrant's telephone number, including area
code)
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, no par value per share
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TRIL
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The Nasdaq Capital Market
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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. ¨
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Item 5.07.
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Submission
of Matters to a Vote of Security Holders.
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On October 26, 2021, Trillium Therapeutics, Inc.
(“Trillium”) convened a special meeting (the “Meeting”) of the holders of common shares and preferred shares (collectively,
the “shareholders”) and the holders of warrants (the “warrant holders” and together with the shareholders, the
“securityholders”).
The following matters were submitted to a vote
of Trillium’s securityholders at the Meeting: (i) a proposal to consider, pursuant to an interim order of the Supreme Court of British
Columbia, dated as of September 20, 2021 (the “Interim Order”), and, if deemed advisable, to pass, with or without variation,
a special resolution (the “Arrangement Resolution”), approving a statutory arrangement (the “Arrangement”) under
Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) pursuant to the Arrangement
Agreement (the “Arrangement Agreement”), dated August 20, 2021 by and among Trillium, Pfizer Inc. (“Pfizer”) and
PF Argentum Acquisition ULC (“PF Argentum”), a wholly-owned indirect subsidiary of Pfizer and (ii) a proposal to consider,
and if deemed advisable, pass an advisory (non-binding) resolution on specified compensation that will be paid or may become payable to
the named executive officers of Trillium in connection with the Arrangement (the “Named Executive Officer Specified Compensation
Proposal”), as disclosed under the section entitled “The Arrangement – Interests of Directors and Officers in the
Arrangement – Quantification of Potential Payments to Trillium’s Named Executive Officers in Connection with the Arrangement”
in the Circular (as defined below). These proposals are described in more detail in the definitive management information circular and
proxy statement filed by Trillium on September 27, 2021 (the “Circular”).
As of the close of business on September 24, 2021,
the record date of the Meeting, there were approximately 111,745,125 Trillium shares and 6,466,002 Trillium warrants issued and outstanding
and entitled to vote. A total of 83,315,354 securities were voted at the Meeting representing approximately 70.48% of the issued and
outstanding Trillium securities as of the record date.
The number of votes cast for and against each
proposal is set out below. There were no recorded abstentions or broker non-votes with respect to either proposal. Set forth below are
the results of the Meeting:
Proposal 1 - The Arrangement Resolution
The Arrangement Resolution was approved, receiving
the affirmative vote of (i) approximately 99.61% of the votes cast by Trillium shareholders, voting as a single class, present in
person or represented by proxy and entitled to vote at the Meeting and (ii) approximately 99.64% of the votes cast by Trillium securityholders,
voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting. Votes were received as follows:
Trillium shareholders
Votes For
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% Votes For
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Votes Against
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% Votes Against
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76,762,966
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99.61%
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301,259
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0.39%
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Trillium securityholders
Votes For
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% Votes For
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Votes Against
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% Votes Against
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83,012,966
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99.64%
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301,259
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0.36%
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Proposal 2 – The Named Executive Officer
Specified Compensation Proposal
The Named Executive Officer Specified Compensation
Proposal was approved, receiving the affirmative vote of approximately 97.11% of the votes cast by the holders of Trillium’s
common shares, present in person or represented by proxy and entitled to vote at the Meeting. Votes were received as follows:
Votes For
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% Votes For
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Votes Against
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% Votes Against
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68,279,978
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97.11%
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2,034,247
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2.89%
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On October 26, 2021, Trillium issued a press release containing information
about the voting results of the Meeting. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 27,
2021
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Trillium
Therapeutics Inc.
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By:
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/s/
James Parsons
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Name: James Parsons
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Title: Chief Financial
Officer
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