SQZ Shareholder Approval Obtained, Closing and Filing of Certificate of Dissolution Scheduled for March 4, 2024
SQZ Biotechnologies Company (OTC: SQZB) (the “Company” or “SQZ”) today announced the results for the proposals considered and voted upon by its shareholders at its special meeting on February 29, 2024 (the “Special Meeting”). The Company reported that all of the proposals submitted to its shareholders in connection with the previously announced asset sale pursuant to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated December 21, 2023, entered into with STEMCELL Technologies Canada Acquisitions, Inc., a British Columbia corporation, were approved by the requisite number of shares of SQZ common stock, par value $0.001 per share (the “Shares”) voted at the Special Meeting.
According to the report of the inspector of election, more than 98% of votes cast at the meeting – approximately 70% of the outstanding Shares as of the record date – were voted in favor of the sale of substantially all of the assets of the Company pursuant to the Purchase Agreement.
In addition, according to the report of the inspector of election, approximately 98% of votes cast at the meeting – approximately 70% of the outstanding Shares as of the record date – were voted in favor of the liquidation and dissolution of the Company pursuant to the Plan of Liquidation and Dissolution (the “Plan”).
The transactions contemplated by the Purchase Agreement are expected to close on or about March 4, 2024, subject to the satisfaction or waiver of customary closing conditions.
Filing of Certificate of Dissolution
In furtherance of the liquidation and dissolution of the Company pursuant to the Plan, the Company intends to file a certificate of dissolution with the Secretary of State of the State of Delaware on or about March 4, 2024 (the “Effective Time”).
Upon the Effective Time, the Company will close its stock transfer books, after which record holders of the Shares will cease to have any rights in respect of the Shares, except the right to receive distributions, if any, pursuant to and in accordance with the Plan and under the General Corporation Law of the State of Delaware (the “DGCL”), and will be prohibited from transferring record ownership of their Shares, except by will, intestate succession, operation of law or upon dissolution of the record holder or its successors.
After the Effective Time, the Company will not engage in any business activities except to the extent necessary to preserve the value of its assets, wind up its business affairs and distribute its assets in accordance with the Plan. Under the DGCL, the Company will be continued for the term of three years following the Effective Time, or for such longer period as the Delaware Court of Chancery directs, for the purposes of prosecuting and defending suits, if any, by or against it and of enabling it gradually to settle and close the business, to dispose of and convey its property, to discharge its liabilities and to distribute to its shareholders available assets.
Additional information regarding the Plan and the liquidation and dissolution process can be found in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 23, 2024.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “may,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. All statements, other than historical facts, including, but not limited to, statements regarding the closing of the transactions contemplated by the Purchase Agreement, filing of the certificate of dissolution and activities related to the wind up of the Company’s business affairs and distribution of its assets in accordance with the Plan are forward-looking statements. These forward-looking statements are based on management's current expectations. Actual results could differ from those projected in any forward-looking statements due to several risk factors, including but not limited to the important factors discussed under the caption "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by the Company’s subsequently filed Quarterly Reports on Form 10-Q, as well as the Company’s other subsequent filings with the SEC. Any forward-looking statements represent management's estimates as of this date and the Company undertakes no duty to update these forward-looking statements, whether as a result of new information, the occurrence of current events, or otherwise, unless required by law.
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