0001408443 false A8 00-0000000 QC 0001408443 2023-06-07 2023-06-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

June 7, 2023





(Exact name of registrant as specified in its charter)




Québec   001-38899   Not applicable
(state or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)


1111 Dr. Frederik-Philips Boulevard,    
Suite 420    
Montréal, Québec CA   H4M 2X6
(Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code: (514) 336-0444


(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
Common Shares   MIST   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x


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. x







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


Milestone Pharmaceuticals Inc. (the “Company”) virtually held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on June 7, 2023. At the Annual Meeting, the Company’s shareholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2023. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for, withheld or against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.


Proposal 1.   Election of Directors


The Company’s shareholders elected the nominees below to the Company’s Board of Directors, each to hold office until the 2024 Annual Meeting of Shareholders or until their successors are duly elected or appointed, or until such directors' earlier resignation or removal. The votes regarding the election of directors were as follows:


Nominee   Votes For   Votes Withheld   Broker Non-Votes
Joseph Oliveto   13,813,727   11,369   9,626,977
Lisa M. Giles   13,781,817   43,279   9,626,977
Richard Pasternak   13,814,167   10,929   9,626,977
Debra K. Liebert   13,783,097   41,999   9,626,977
Michael Tomsicek   13,813,927   11,168   9,626,978
Robert J. Wills   12,507,111   1,317,985   9,626,977
Seth H.Z. Fischer   13,426,032   399,064   9,626,977


Proposal 2.   Appointment of the Company’s Auditor


Proposal 2 was a proposal to approve the appointment of PricewaterhouseCoopers LLP as the auditor for the Company to hold office until the close of the 2024 Annual Meeting of Shareholders and the authorization of the Board to fix the auditor's remuneration. The votes regarding the appointment of the Company’s auditor were as follows:


Votes For   Votes Withheld  
23,410,435   41,638  


Item 9.01.Exhibits.


The exhibits listed in the Exhibit Index below relate to the Registration Statement on Form S-3 (No. 333-261049) of the Registrant and are filed herewith for incorporation by reference in such Registration Statement. 




Number   Description
5.1   Opinion of Osler, Hoskin & Harcourt LLP.
23.1    Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1 hereto). 
104   Cover Page Interactive Data File (formatted as Inline XBRL document)







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.


 By:/s/Amit Hasija
  Amit Hasija
  Chief Financial Officer


Dated: June 9, 2023




Exhibit 5.1


  Osler, Hoskin & Harcourt LLP
1000 De La Gauchetière Street West
Suite 2100
Montreal (Québec) Canada  H3B 4W5
514.904.8100  telephone
514.904.8101  fax













New York


May 31, 2023


Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips Boulevard
Montreal, Québec

H4M 2X6


Dear Sirs/Mesdames:


Re: Milestone Pharmaceuticals Inc. – Prospectus Supplement to Registration Statement on Form S-3


We have acted as Canadian counsel to Milestone Pharmaceuticals Inc. (the “Corporation”), a corporation governed by the Business Corporations Act (Québec), in connection with the preparation of a prospectus supplement May 31, 2023 (the “Prospectus Supplement”) to the Corporation’s prospectus dated November 12, 2021 (together with the Prospectus Supplement, the “Prospectus”) relating to the sale by the Corporation of common shares of the Corporation (the “Shares”) having an aggregate offering price of up to US$47,249,368 pursuant to the Open Market Sale AgreementSM (the “Sales Agreement”) entered into between the Corporation and Jefferies LLC, as agent and/or principal thereunder. The Prospectus forms a part of the Corporation’s registration statement on Form S-3 (No. 333-261049) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective under the Securities Act on February 2, 2022.


We have examined the Registration Statement, the Prospectus and the Sales Agreement and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinion hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Corporation.


In reviewing the foregoing documents and in giving this opinion, we have assumed (a) the legal capacity of all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies and (b) the completeness, truth and accuracy of all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials.


We are qualified to practice law in the Province of Québec and this opinion is rendered solely with respect to the Province of Québec and the federal laws of Canada applicable in the Province of Québec.


Where our opinion expressed herein refers to the Shares having been issued as being “fully-paid and non-assessable” common shares of the Corporation, such opinion assumes that all required consideration (in whatever form) has been paid or provided. No opinion is expressed as to the adequacy of any consideration received.










On the basis of the foregoing, we are of the opinion that, when the Shares will have been issued and sold pursuant to the terms of the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.


We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed with the SEC for incorporation by reference into the Registration Statement.


Yours very truly,


/s/ Osler, Hoskin & Harcourt LLP


Osler, Hoskin & Harcourt LLP