Liquidation: Third Harmonic Bio, Inc.

Form Type: 8-K

Filing Date: 2025-06-11

Corporate Action: Liquidation

Type: New

Accession Number: 000119312525139141

Filing Summary: On June 5, 2025, Third Harmonic Bio, Inc. held its 2025 Annual Meeting of Stockholders, where the shareholders adopted several proposals. Key highlights include the election of three Class III directors for a term expiring in 2028, ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and most notably, the approval of the liquidation and dissolution of the Company, which received significant shareholder support with 37,762,990 shares voting in favor. Additionally, the Board was granted discretionary authority to adjourn the meeting to solicit more proxies if necessary for the dissolution proposal. The outcomes indicate a decisive move towards winding down the operations of the company, highlighting the Board's commitment to execute a Plan of Dissolution as previously outlined in the Definitive Proxy Statement filed on April 25, 2025.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Liquidation

Type: Update

Accession Number: 000095017025066412

Filing Summary: On May 8, 2025, Third Harmonic Bio, Inc. filed a Form 10-Q reporting its financial results for the quarter ended March 31, 2025. The filing includes a discussion of the company's Plan of Dissolution announced in April 2025, which was approved by the Board of Directors following a strategic review aimed at maximizing stockholder value. The plan involves the liquidation and dissolution of the Company, along with the distribution of remaining cash to stockholders. The financial results indicate a continued trend of net losses, with a net loss of $15,834,000 for the first quarter of 2025, compared to a net loss of $7,856,000 in the same quarter of 2024. Operating expenses increased significantly to $18,716,000, reflecting major investments in research and development. The Company reported cash and cash equivalents of $271,611,000 as of March 31, 2025, showing a decrease from the previous quarter. Total liabilities as of the same date were $7,215,000, with stockholders' equity declining to $272,621,000. The report emphasizes ongoing challenges in drug development, competitive pressures, and the overall financial condition of the Company as it approaches dissolution.

Form Type: DEF 14A

Filing Date: 2025-04-25

Corporate Action: Liquidation

Type: Update

Accession Number: 000095017025058305

Filing Summary: Third Harmonic Bio, Inc. is preparing for its 2025 Annual Meeting of Stockholders scheduled for June 5, 2025. A significant agenda item includes the proposed liquidation and dissolution of the Company under a Plan of Dissolution. If approved, this would empower the Board of Directors to liquidate the Company in line with the proposed plan. Additional items on the agenda include electing three Class III directors, ratifying Deloitte & Touche LLP as the independent registered public accounting firm for the 2025 fiscal year, and granting the Board the authority to adjourn the meeting to solicit additional proxies if needed.

Form Type: DEFA14A

Filing Date: 2025-04-25

Corporate Action: Liquidation

Type: New

Accession Number: 000095017025058309

Filing Summary: Third Harmonic Bio, Inc. filed a Definitive Additional Materials Proxy Statement for its Annual Meeting scheduled on June 5, 2025. The document outlines various proposals for stockholder voting, including the election of Class III Directors and the appointment of Deloitte & Touche LLP as the independent registered public accounting firm. A significant proposal involves the approval of the company's liquidation and dissolution pursuant to a defined plan. If approved, the Board of Directors will be authorized to execute the company's liquidation and dissolution. Additionally, there is a proposal for granting discretion to adjourn the meeting to solicit more proxies if needed for approving the liquidation. The stockholders are encouraged to vote by June 4, 2025, to allow for proper participation in these critical decisions.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Liquidation

Type: New

Accession Number: 000119312525079594

Filing Summary: On April 14, 2025, Third Harmonic Bio, Inc. disclosed in its preliminary proxy statement that its cash, cash equivalents, and restricted cash as of March 31, 2025, amounted to approximately $272 million. This figure is preliminary and subject to change upon completion of financial statements. The company’s board of directors has unanimously approved the decision to dissolve, liquidate, and distribute available assets to stockholders, stating that it is in the best interests of its stockholders. A formal Plan of Dissolution is anticipated to be approved, pending stockholder approval at the annual meeting scheduled for June 5, 2025. The board maintains the right to abandon the liquidation and dissolution if deemed not beneficial. The company aims to file proxy materials with the SEC for the Annual Meeting, which will include the Plan of Dissolution. A press release detailing these developments has been attached as an exhibit to the filing.

Form Type: PRE 14A

Filing Date: 2025-04-14

Corporate Action: Liquidation

Type: New

Accession Number: 000095017025053490

Filing Summary: Third Harmonic Bio, Inc. is notifying stockholders of its 2025 Annual Meeting to be held virtually on June 5, 2025. The meeting will cover several proposals including the election of three Class III directors, ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025, and a critical proposal for the approval of the company's liquidation and dissolution under a Plan of Dissolution. The meeting aims to authorize the Board of Directors to liquidate and dissolve the company if accepted. Stockholders as of April 10, 2025, will be eligible to vote. Access to the meeting will require a control number found on the proxy materials, and proxy materials will be available electronically to reduce costs and environmental impact. The company is requesting stockholders to assess these proposals and encourages their participation in the upcoming decisions via voting online or by proxy.