Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2024 annual meeting of stockholders of Eliem Therapeutics, Inc. (the "Company") held on June 26, 2024 (the "Meeting"), the Company's stockholders voted on the proposals set forth below. A more detailed description of each proposal is set forth in the Company's definitive proxy statement for the Meeting that was filed with the Securities and Exchange Commission (the "SEC") on June 4, 2024, which was supplemented by supplements filed with the SEC on June 12, 2024 and June 14, 2024 (as so supplemented, the "Proxy Statement"). The final vote tabulation for each proposal is set forth below.

1.

The Share Issuance Proposal. The Company's stockholders approved, for purposes of Nasdaq Listing Rule 5635 and the satisfaction of the related condition contained in the Agreement and Plan of Merger and Reorganization, dated April 10, 2024, by and among the Company, Tango Merger Sub, Inc., Tenet Medicines, Inc. ("Tenet") and, solely in his capacity as Tenet equityholder representative, Stephen Thomas (the "Acquisition Agreement"), the issuance of shares of Company common stock pursuant to the terms of the Acquisition Agreement and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated April 10, 2024, by and among the Company and several accredited institutional investors named therein (each such investor, a "PIPE Investor") (such proposal, the "Share Issuance Proposal").

As previously disclosed in the Proxy Statement, approval of the Share Issuance Proposal required approval by the affirmative vote of (i) a majority in voting power of the votes cast by holders of the outstanding shares of the Company's common stock entitled to vote in accordance with the Delaware General Corporation Law (the vote contemplated by this clause (i), the "Baseline Vote") and (ii) a majority of the aggregate voting power of the outstanding shares of the Company's common stock entitled to vote thereon other than any outstanding shares of the Company's common stock beneficially owned, directly or indirectly, by (1) Tenet, (2) any stockholder of Tenet, including RA Capital Management, L.P., (3) any individual that the Company has determined to be an "officer" of the Company within the meaning of Rule 16a-1(f)of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (4) any PIPE Investor, (5) any "immediate family member" (as defined in Item 404 of Regulation S-K)of any individual listed in the foregoing clauses (1)-(4), and (6) any "affiliate" or "associate" (as defined in Section 12b-2of the Exchange Act) of any person listed in the foregoing clauses (1)-(5) (holders of shares of the Company's common stock other than the persons listed in this clause (ii), the "Disinterested Stockholders" and, the vote contemplated by this clause (ii), the "Disinterested Stockholder Approval). As of the record date for the Meeting, 16,096,161 shares of the Company's common stock were held by the Disinterested Stockholders.

The results of the Baseline Vote with respect to the Share Issuance Proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non- Votes
26,311,239		3,253		979		1,884,287

The results of the Disinterested Stockholder Approval with respect to the Share Issuance Proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non- Votes
12,655,083		3,253		979		1,884,287

2.

The Adjournment Proposal. The proposal to adjourn the Meeting from time to time to solicit additional proxies in favor of the Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve the Share Issuance Proposal or if otherwise determined by the chairperson of the Meeting to be necessary or appropriate was not presented to the stockholders, as there were sufficient votes to approve the Share Issuance Proposal.

3.

The Election Proposal.The Company's stockholders elected each of Andrew Levin, M.D., Ph.D., and Liam Ratcliffe, M.D., Ph.D., to the Company's board of directors (the "Board") to hold office until the 2027 annual meeting of stockholders (the "Election Proposal"). The results of the stockholders' vote with respect to the Election Proposal were as follows:

		Votes For		Votes Withheld		Broker Non- Votes
Andrew Levin, M.D., Ph.D.		24,668,387		1,644,384		1,886,987
Liam Ratcliffe, M.D. Ph.D.		24,649,494		1,663,277		1,886,987

4.

The Ratification Proposal. The Company's stockholders ratified the selection by the audit committee of the Board of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024 (the "Ratification Proposal"). The results of the stockholders' vote with respect to the Ratification Proposal were as follows:

Votes For		Votes Against		Abstentions
28,197,587		1,941		230