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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):
June 26, 2025
SPRINGWORKS THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39044 |
|
83-4066827 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(I.R.S. Employer
Identification No.) |
100
Washington Blvd
Stamford, Connecticut 06902
(Address of principal executive offices, including
Zip Code)
(203) 883-9490
(Registrant’s telephone number, including
area code)
Not applicable
(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 stock, par value $0.0001 per share |
|
SWTX |
|
The Nasdaq Stock Market LLC |
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
June 26, 2025, SpringWorks Therapeutics, Inc. (the “Company” or “SpringWorks”) held a special meeting of
stockholders (the “Special Meeting”) to consider and vote on the proposals set forth below, each of which is described in
greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 28, 2025 (the
“Proxy Statement”).
As of the close of business on May 27, 2025, the
record date for the Special Meeting (the “Record Date”), there were 75,348,995 issued and outstanding shares of SpringWorks
common stock, par value $0.0001 per share (“SpringWorks Common Stock”), entitled to vote at the Special Meeting. At the Special
Meeting, the holders of a total of 59,003,420 shares of SpringWorks Common Stock, representing 78.31% of the shares of SpringWorks
Common Stock entitled to vote at the Special Meeting, were represented in person or by proxy, constituting a quorum. The final results
for the votes regarding each proposal are set forth below.
Proposal 1 - The Merger Agreement Proposal
Proposal
1 (the “Merger Agreement Proposal”) was to consider and vote on a proposal to adopt the Merger Agreement.
The results with respect to the Merger Agreement
Proposal are set forth below and the proposal was approved:
| Votes For | |
Votes
Against | |
Abstentions |
| 58,902,428 | |
89,192 | |
11,800 |
Proposal 2 - The Adjournment Proposal
Proposal
2 (the “Adjournment Proposal”) was to consider and vote on a proposal to approve the adjournment of the Special Meeting to
a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes in person or by proxy
to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting (as described in the Proxy Statement).
The Adjournment Proposal was not voted on at the Special Meeting because there were sufficient votes
to then approve the Merger Agreement Proposal.
Proposal 3 - The Compensation Proposal
Proposal
3 (the “Compensation Proposal”) was to consider and vote on a proposal to approve, on a non-binding, advisory basis, certain
compensation that may be paid or become payable to SpringWorks’ named executive officers in connection with the merger of EMD Holdings
Merger Sub, Inc. with and into the Company, with the Company surviving as a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany.
The results with respect to the Compensation Proposal
are set forth below and the proposal was approved:
| Votes For | |
Votes
Against | |
Abstentions |
| 54,818,866 | |
3,955,516 | |
229,038 |
Forward-Looking
Statements
Any statements in this Form 8-K about SpringWorks’
future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are
subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements.
Such statements include, but are not limited to, statements about Merck KGaA, Darmstadt, Germany’s proposed acquisition of SpringWorks,
the ability of Merck KGaA, Darmstadt, Germany and SpringWorks to complete the transactions contemplated by the Merger Agreement, including
the parties’ ability to satisfy the conditions to the consummation of the Merger contemplated thereby and the other conditions set
forth in the Merger Agreement, statements about the expected timetable for completing the proposed transaction, Merck KGaA, Darmstadt,
Germany’s and SpringWorks’ beliefs and expectations and statements about the benefits sought to be achieved in Merck KGaA,
Darmstadt, Germany’s proposed acquisition of SpringWorks, the potential effects of the acquisition on SpringWorks, the possibility
of any termination of the Merger Agreement, as well as the expected benefits and success of SpringWorks’ product candidates, and
other statements containing the words “anticipates,” “believes,” “continue,” “expects,”
“intends,” “look forward,” “plans,” “toward,” “will” and similar expressions.
You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions
that are difficult or impossible to predict and, in some cases, beyond SpringWorks’ control. These forward-looking statements are
based upon SpringWorks’ current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual
results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various
risks and uncertainties. Such risks and uncertainties include, without limitation, (i) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement; (ii) the satisfaction (or waiver) of closing conditions to the consummation
of the proposed transaction, including the receipt of the requisite approval of SpringWorks’ stockholders; (iii) the effects of
disruption from the proposed transaction contemplated by the Merger Agreement and the impact of the announcement and pendency of the proposed
transaction on SpringWorks’ business; (iv) the effects of the proposed transaction on relationships with employees, other business
partners or governmental entities; (v) the response of competitors to the proposed transaction; (vi) risks associated with the disruption
of management’s attention from ongoing business operations due to the proposed transaction; (vii) the ability of the parties to
consummate the proposed transaction in a timely manner or at all; (viii) significant costs associated with the proposed transaction; (ix)
potential litigation relating to the proposed transaction; (x) restrictions during the pendency of the proposed transaction that may impact
SpringWorks’ ability to pursue certain business opportunities; (xi) risks related to the advancement of product candidates into,
and successful completion of, preclinical studies and clinical trials; (xii) risks and uncertainties related to regulatory application,
review and approval processes and SpringWorks’ compliance with applicable legal and regulatory requirements; (xiii) general industry
conditions and competition; and (xiv) general economic factors. These risks, as well as other risks associated with the proposed transaction,
are described in additional detail in the proxy statement filed with the SEC in connection with the proposed transaction. Additional risks
and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements
are included under the caption “Risk Factors” in SpringWorks’ most recent annual and quarterly reports filed with the
SEC and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time and available at www.sec.gov. All forward-looking
statements contained in this communication speak only as of the date hereof, and SpringWorks specifically disclaims any obligation to
update any forward-looking statement, whether because of new information, future events or otherwise.
SIGNATURE
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.
| |
SpringWorks Therapeutics, Inc. |
| |
|
|
| Date: June 26, 2025 |
By: |
/s/ Herschel S. Weinstein |
| |
|
General Counsel and Secretary |
