Rockley Photonics Holdings Limited filed SEC Form 8-K: Bankruptcy or Receivership, Material Modification to Rights of Security Holders, Leadership Update, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 1.03. | Bankruptcy or Receivership. |
As previously disclosed, on January 23, 2023, Rockley Photonics Holdings Limited (the “Company”) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) to implement a “pre-packaged” plan of reorganization (the “Plan”) in order to facilitate the restructuring of the Company.
Confirmation of Plan of Reorganization
On March 10, 2023, the Bankruptcy Court entered its Order (i) approving the adequacy of the Company’s disclosure statement; and (ii) confirming the Revised Second Amended Prepackaged Chapter 11 Plan of Reorganization of the Company (the “Confirmation Order”), attached hereto as Exhibit 2.1, by which it confirmed the Plan of Reorganization. The Plan became effective on March 14, 2023 (the “Effective Date”).
| Item 3.03. | Material Modification to Rights of Security Holders. |
Pursuant to the Plan, after the Effective Date, the Company will liquidate pursuant to Cayman Islands law. Holders of existing equity interests in the Company will receive or retain any distribution or property on account of such equity interests. In connection with the liquidation, the Company expects to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its ordinary shares. Thereafter, the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended shall be terminated.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Effective March 17, 2023, Chad Becker resigned as Chief Financial Officer of the Company. Mr. Becker’s resignation was not in connection with any known disagreement with the Company on any matter. Richard Meier, our Chief Executive Officer, assumed the duties of the Company’s principal accounting officer and principal financial officer upon the effectiveness of Mr. Becker’s resignation.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 2.1 | Confirmation Order, dated March 10, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
April 7, 2023
| ROCKLEY PHOTONICS HOLDINGS LIMITED | ||
| By: | /s/ Richard A. Meier | |
| Name: Richard A. Meier | ||
| Title: President and Chief Executive Officer | ||