Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported on a Current Report on Form 8-K filed on November 25,
2019 by AdvanSource Biomaterials Corporation, a Delaware corporation (the
"Company"), with the U.S. Securities and Exchange Commission ("SEC"), the
Company and Mitsubishi Chemical Performance Polymers, Inc., a Delaware
corporation ("Buyer"), entered into an Asset Purchase Agreement (the "Purchase
Agreement"), dated November 25, 2019, pursuant to which the Company agreed to
sell substantially all of its assets to Buyer on the terms and subject to the
conditions set forth in the Purchase Agreement (the "Asset Sale").
On January 21, 2020, AdvanSource Biomaterials Corporation (the "Company") held a
special meeting of its stockholders (the "Special Meeting") in Boston,
Massachusetts. At the Special Meeting, stockholders voted:
? To authorize and approve the Asset Purchase Agreement, dated as of November 25,
2019 (the "Asset Purchase Agreement"), by and between the Company and
Mitsubishi Chemical Performance Polymers, Inc., the sale of substantially all
of the Company's assets as contemplated by the Asset Purchase Agreement and the
other transactions contemplated by the Asset Purchase Agreement (the "Asset
Sale Proposal"); and
? To adjourn or postpone the special meeting of stockholders, if necessary or
appropriate, for the purpose of soliciting additional votes for the approval of
the Asset Sale Proposal if there were not sufficient votes at the time of the
Special Meeting to approve the Asset Sale Proposal (the "Adjournment
Proposal").
As of December 10, 2019, the record date for the Stockholders Meeting, there
were 28,262,371 shares of common stock issued and outstanding. At the
Stockholders Meeting, there were 16,545,049 shares voted by proxy or in person,
and each of the proposals was approved by the stockholders. The final voting
results for each matter submitted to a vote of the stockholders at the
Stockholders Meeting are as follows:
The Asset Sale Proposal was approved with the following vote:
Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
14,714,016 1,813,533 17,500 0
The Adjournment Proposal was approved with the following vote (albeit such
approval was moot due to the approval of the Asset Sale Proposal):
Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
14,674,586 1,816,361 54,102 0
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