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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): December 27, 2022

____________________________

Rockley Photonics Holdings Limited

(Exact name of registrant as specified in its charter)

 ____________________________

Cayman Islands

001-40735

98-1644526

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom (Address of principal executive offices)

WA14 2DT (Zip Code)

+44 (0) 1865 292017

(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 (see General Instruction A.2. below):

 

☐						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
Ordinary shares, $0.000004026575398 par value per share			RKLY			The New York Stock Exchange
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share			RKLY.WS			The New York Stock Exchange

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

An Extraordinary General Meeting of Shareholders of Rockley Photonics Holdings Limited (the “Company”) was held on December 27, 2022 (the “EGM”). Two proposals were submitted to shareholders as described in the Proxy Statement filed with the Securities and Exchange Commission on November 21, 2022 (the “Proxy Statement”) and were approved by the Company’s shareholders at the EGM. The proposals and the results of the shareholder votes are as follows.

1. Proposal to approve the issuance of any ordinary shares issuable upon conversion of the Notes (as defined in the Proxy Statement) in excess of the Share Cap (as defined in the Proxy Statement):

For			Against			Abstain			Broker Non-Votes
48,097,136			816,927			199,720			16,167,909

2. Proposal to authorize the Company’s board of directors to effect one or more reverse stock splits of the Company's ordinary shares at a ratio of not less than 1 for 15 and not more than 1 for 25:

For			Against			Abstain
63,058,390.00			1,992,643			230,659

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.

 

Rockley Photonics Holdings Limited

Date:

December 27, 2022

By:

/s/ Tom Adams

Name:

Tom Adams

Title:

General Counsel