Minnesota
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000-25727
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41-0730027
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4832 Grand Avenue
Duluth, Minnesota
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55807
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(Address of principal executive offices)
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(Zip Code)
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☑
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.10 per share
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IKNX
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The Nasdaq Stock Market LLC
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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1.
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Mergers Proposal. The proposal to adopt the Agreement and Plan of Merger, dated as of June 24, 2021, by and among IKONICS, Telluride Holdco, Inc., Telluride Merger Sub I, Inc., Telluride Merger Sub II, Inc. and TeraWulf Inc., was approved based on the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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|||
1,271,021
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3,074
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3,037
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–
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2.
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Advisory Compensation Proposal. The proposal to approve, on an advisory (non-binding) basis, specified compensation that may be received by IKONICS’ named executive officers in connection with the mergers, was approved based on the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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|||
1,265,831
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6,984
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4,317
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–
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3.
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Increase in Authorized Shares Proposal. The proposal to approve an amendment to the IKONICS articles of incorporation to increase the number of authorized shares of common stock to 5,750,000 was approved based on the following votes:
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For
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Against
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Abstain
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||
1,253,353
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19,934
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3,845
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4.
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Adjournment Proposal. The proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting was approved based on the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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|||
1,254,499
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19,146
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3,487
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–
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Item 8.01.
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Other Events.
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IKONICS CORPORATION
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Date: December 13, 2021
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/s/ Jon Gerlach
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Jon Gerlach
Chief Financial Officer and Vice President of Finance
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