8-K
00-0000000 false 0001805890 0001805890 2024-05-29 2024-05-29

 

 

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): May 29, 2024

 

 

Fusion Pharmaceuticals Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Canada   001-39344   Not applicable
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

270 Longwood Rd., S.    
Hamilton, Ontario, Canada     L8P 0A6
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (289) 799-0891

(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:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 


Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common shares, no par value per share   FUSN   The NASDAQ Global Select Market

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.

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 29, 2024, Fusion Pharmaceuticals Inc. (“Fusion”) convened a special meeting (the “Meeting”) of the holders of common shares (the “Shares”) of Fusion (the “Shareholders”).

The following matters were submitted to a vote of Shareholders at the Meeting: (i) a proposal to consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List), dated April 24, 2024 (the “Interim Order”), and, if deemed advisable, to pass, with or without variation, a resolution (the “Arrangement Resolution”), approving a statutory arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) pursuant to the Arrangement Agreement (the “Arrangement Agreement”), dated March 18, 2024 by and among Fusion, AstraZeneca AB (“Parent”) and 15863210 Canada Inc. (“Purchaser”), a wholly-owned subsidiary of Parent and (ii) a proposal to consider, and if deemed advisable, to pass, with or without variation, a resolution confirming Amendment No. 1 to the General Bylaws of Fusion (the “Bylaw Proposal”).

As of the close of business on April 16, 2024, the record date of the Meeting, there were approximately 84,965,608 Shares issued and outstanding and entitled to vote. A total of 68,678,602 Shares were voted at the Meeting representing approximately 80.83% of the issued and outstanding Shares 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 99.92% of the votes cast by the Shareholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting and (ii) approximately 99.92% of the votes cast by the Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, after excluding the votes of those Shareholders whose votes are required to be excluded under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. Votes were received as follows:

Shareholders

(i)

 

Votes For

 

% Votes For

 

Votes Against

 

% Votes Against

68,622,376

  99.92%   56,226   0.08%

(ii)

 

Votes For

 

% Votes For

 

Votes Against

 

% Votes Against

68,265,744

  99.92%   56,226   0.08%

Proposal 2 – Bylaw Proposal

The Bylaw Proposal was confirmed, receiving the affirmative vote of approximately 97.04% of the votes cast by the Shareholders, present in person or represented by proxy and entitled to vote at the Meeting. Votes were received as follows:

 

Votes For

 

% Votes For

 

Votes Against

 

% Votes Against

66,643,974

  97.04%   2,034,628   2.96%

 

Item 7.01.

Other Events.

On May 29, 2024, Fusion 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.

 


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit Number

  

Description

99.1    Press release issued by Fusion Pharmaceuticals Inc. on May 29, 2024
104    Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Fusion Pharmaceuticals Inc.
Date: May 29, 2024     By:  

/s/ Maria Stahl

      Maria Stahl
      Chief Legal Officer
EX-99.1

Exhibit 99.1

 

LOGO

Fusion Pharmaceuticals Shareholders Approve Acquisition by AstraZeneca

HAMILTON, ON and BOSTON, May 29, 2024 /PRNewswire/ — Fusion Pharmaceuticals Inc. (Nasdaq: FUSN), a clinical-stage oncology company focused on developing next-generation radioconjugates (RCs) as precision medicines, today announced that at a special meeting of its shareholders (the “Shareholders”), held virtually earlier today, the Shareholders voted in favour of the resolution to approve the previously announced plan of arrangement with a wholly-owned subsidiary of AstraZeneca under the Canada Business Corporations Act pursuant to which AstraZeneca will acquire all of the issued and outstanding shares of Fusion (the “Arrangement”).

As of the close of business on April 16, 2024, the record date of the special meeting, there were approximately 84,965,608 shares issued and outstanding and entitled to vote. A total of 68,678,602 shares were voted at the special meeting representing approximately 80.83% of the issued and outstanding shares as of the record date.

The Arrangement was approved, receiving the required affirmative vote of (i) 99.92% of the votes cast by the Shareholders, voting as a single class, present in person or represented by proxy and entitled to vote at the special meeting and (ii) 99.92% of the votes cast by the Shareholders, present in person or represented by proxy and entitled to vote at the special meeting, after excluding the votes of those Shareholders whose votes are required to be excluded under Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions.

The formal report on voting results with respect to all matters voted upon at the meeting will be filed under Fusion’s profile on SEDAR+ at www.sedarplus.com.

The arrangement is subject to court approval, as well as other customary closing conditions. Subject to the satisfaction of such conditions, the transaction is expected to be completed in the second quarter of 2024.

About Fusion

Fusion Pharmaceuticals is a clinical-stage oncology company focused on developing next-generation RCs. Fusion connects alpha particle emitting isotopes to various targeting molecules in order to selectively deliver the alpha emitting payloads to tumors. Fusion’s clinical-stage development portfolio includes lead program, FPI-2265, targeting PSMA for mCRPC and novel RCs targeting solid tumors. Fusion has a fully operational Good Manufacturing Practice compliant state-of-the-art radiopharmaceutical manufacturing facility to meet supply demand for Fusion’s growing pipeline of radioconjugates.


Forward Looking Information

To the extent any statements made in this communication contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information under Canadian securities law (collectively, “forward-looking statements”). Certain statements in this communication may constitute forward-looking statements, which reflect the expectations of Fusion’s management regarding the Arrangement. The use of words such as “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavor,” “potential,” “continue” or the negative of such words or other similar expressions can be used to identify forward-looking statements. More particularly and without limitation, this communication contains forward-looking statements and information regarding anticipated timing of closing and the satisfaction or waiver of conditions to closing.

Fusion’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors including but not limited to risks related to the satisfaction or waiver of the conditions to closing the Arrangement (including the failure to obtain necessary court approval) in the anticipated timeframe or at all, including the possibility that the Arrangement does not close. Please also refer to the factors discussed under “Risk Factors” and “Special Note Regarding Forward-looking Information” in Fusion’s Annual Report on Form 10-K for the year ended December 31, 2023, with the U.S. Securities Exchange Commission (“SEC”), each as updated by Fusion’s continuous disclosure filings, and the factors discussed under “Risk Factors” in the proxy statement and management information circular dated April 25, 2024, all of which are available at www.sec.gov and at www.sedarplus.com.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. All forward-looking statements herein are qualified in their entirety by its cautionary statement and are made as of the date of this document. Fusion disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

For further information: Amanda Cray, Senior Director of Investor Relations & Corporate Communications, 617-967-0207, cray@fusionpharma.com