Liquidation: Third Harmonic Bio, Inc.

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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.

Document Link: View Document

Additional details:

Meeting Date: 2025-06-05


Control Number Required: true


Record Date: 2025-04-10


Independent Firm: Deloitte & Touche LLP


Number Of Directors To Elect: 3


Liquidation Proposal: approved


Adjournment Authority: granted


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.

Document Link: View Document

Additional details:

Meeting Date: 2025-06-05


Voting Deadline: 2025-06-04


Independent Accounting Firm: Deloitte & Touche LLP


Directors Nominated: ["Thomas M. Soloway","David P. Bonita, M.D.","Geoff McDonough, M.D."]


Liquidation Plan: Dissolution and Plan of Dissolution


Control Number: V73049-P30920


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.

Document Link: View Document

Additional details:

Item 2 02 Cash: 272 million


Item 8 01 Dissolution Date: April 10, 2025


Item 8 01 Annual Meeting Date: June 5, 2025


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.

Document Link: View Document

Additional details:

Proposal Number: 1

Proposal Description: Election of three Class III directors to serve three-year terms.


Proposal Number: 2

Proposal Description: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.


Proposal Number: 3

Proposal Description: Approval of the liquidation and dissolution of the Company.


Proposal Number: 4

Proposal Description: Granting discretionary authority to the Board to adjourn the Annual Meeting to solicit additional proxies if necessary.


Record Date: 2025-04-10

Num Of Shares Outstanding: 45108594

Quorum Required: Majority of voting power present or by proxy.


Control Number: Required for virtual meeting access.


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