Iris Acquisition Corp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Seventh Amendment to the Business Combination Agreement
On December 26, 2024, Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), entered into a seventh amendment (the “Seventh BCA Amendment”) to the Business Combination Agreement, dated November 30, 2022, as amended by the Amendment to Business Combination Agreement, dated June 1, 2023, the Second Amendment to Business Combination Agreement, dated August 14, 2023, the Third Amendment to Business Combination Agreement, dated March 9, 2024, the Fourth Amendment to Business Combination Agreement, dated July 19, 2024, the Fifth Amendment to Business Combination Agreement, dated August 16, 2024 and the Sixth Amendment to Business Combination Agreement, dated October 23, 2024 (the “BCA”), to extend the date by which the Company or ParentCo can terminate the BCA in the event the business combination has not been consummated to June 30, 2025.
The foregoing description of the Seventh BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Seventh BCA Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Certain Related Agreements
PIPE Equity Subscription Agreement
On December 26, 2024, ParentCo, Iris, Liminatus and the PIPE subscriber entered into a sixth amendment (the “Sixth Amendment to Equity PIPE”) to the Equity Subscription Agreement, dated November 28, 2022, as amended by the Amendment to Equity Subscription Agreement, dated August 14, 2023, the Second Amendment to the Equity Subscription Agreement, dated March 9, 2024, the Third Amendment to Equity Subscription Agreement, dated July 23, 2024, the Fourth Amendment to Equity Subscription Agreement, dated August 16, 2024, and the Fifth Amendment to Equity Subscription Agreement, dated October 31, 2024 (the “PIPE Equity Subscription Agreement”), pursuant to which the deadline for which the Subscriber can terminate the PIPE Equity Subscription Agreement was extended to June 30, 2025.
The foregoing description of the Sixth Amendment to Equity PIPE does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sixth Amendment to Equity PIPE, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 26, 2024, Iris Acquisition Corp, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware an amendment to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate a business combination to March 31, 2025 (subject to an additional three month extension at the discretion of the Board of Directors of the Company) (the “Extension Amendment”).
The Company’s stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the “Special Meeting”) on December 20, 2024. The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 20, 2024, at the Special Meeting, a total of 7,036,499 (or 98.6%) of the Company’s issued and outstanding shares of Class A common stock held of record as of December 2, 2024, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.
Proposal 1. To approve the Extension Amendment.
| For | Against | Abstained | Broker Non-Votes | |||||||||||
| 7,036,499 | 0 | 0 | 0 | |||||||||||
Proposal 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.
| For | Against | Abstained | Broker Non-Votes | |||||||||||
| 7,036,499 | 0 | 0 | 0 | |||||||||||
Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
In connection with the Special Meeting, stockholders holding 64,453 public shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.44 per share (subject to adjustment for taxes payable from the trust account), for an aggregate redemption amount of approximately $672,889.32. Following such redemptions, 174,477 public shares will remain outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
(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.
| IRIS ACQUISITION CORP | ||
| Date: December 27, 2024 | ||
| By: | /s/ Sumit Mehta | |
| Name: Sumit Mehta | ||
| Title: Chief Executive Officer | ||