UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Axcella Health Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on December 4, 2023. As of November 13, 2023, the record date for the Special Meeting, there were, and currently, there are, 2,947,661 shares of the Company’s common stock, par value $0.001 per share, outstanding, all of which were entitled to vote with respect to all matters to be acted upon at the virtual Special Meeting. The following is a summary of the matters voted on at the Special Meeting.
| a) | The stockholders of the Company approved the transfer of all, or substantially all, of the Company’s assets through an assignment for the benefit of creditors. The results of the stockholders’ vote with respect to the approval of this assignment for the benefit of creditors were as follows: |
| Votes For | Votes Against | Abstain | ||||||||
| 2,021,597 | 28,038 | 715 | ||||||||
| b) | The stockholders of the Company approved the liquidation and dissolution of the Company and the Plan of Liquidation and Dissolution (“Plan of Dissolution”), authorizing the Company’s Board of Directors to liquidate and dissolve the Company in accordance with the Plan of Dissolution. The results of the stockholders’ vote with respect to approval of such liquidation and dissolution were as follows: |
| Votes For | Votes Against | Abstain | ||||||||
| 2,020,905 | 28,747 | 698 | ||||||||
| c) | The stockholders of the Company approved an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 and Proposal 2. The results of the stockholders’ vote with respect to such ratification were as follows: |
| Votes For | Votes Against | Abstain | ||||||||
| 2,009,876 | 39,719 | 755 | ||||||||
There were no broker non-votes for the above proposals.
SIGNATURE
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.
| Axcella Health Inc. | ||
| Date: December 4, 2023 | By: | /s/ Craig R. Jalbert |
| Name: | /s/ Craig R. Jalbert | |
| Title: | President, Chief Executive Officer and Sole Director | |