Item 8.01 Other Events
As previously announced, resTORbio, Inc. ("resTORbio") and
resTORbio has updated its joint investor presentation which provides
supplemental information regarding the Merger that resTORbio intends to make
available to investors and post on the investor relations portion of its
website, which is located at www.resTORbio.com. The presentation is filed as
Exhibit 99.1 to this Current Report on Form 8-K, and supersedes in its entirety
the joint investor presentation furnished as Exhibit 99.2 to resTORbio's Form
8-K filed with the
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the accompanying exhibit contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: the expected structure, timing and completion of the merger, future product development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials and the efficacy of either party's drug candidates; the potential market opportunities and value of drug candidates; future product development and regulatory strategies, including with respect to specific indications; the combined company's future financial performance, results of operations or sufficiency of capital resources to fund operating requirements; future Nasdaq listing; expectations regarding the combined company's focus, operations, resources and development plan; expectations regarding synergies resulting from the Merger; the executive and board structure of the combined company; expectations of the potential impact of the COVID-19 pandemic on resTORbio's, Adicet's and the combined company's strategy and future operations, including ability to access capital or obtain additional financing and ability to conduct, and the timing of, clinical trials; and the potential payment of proceeds pursuant to the CVR Agreement by and between resTORbio, the Holders' Representative (as defined therein) and the Rights Agent (as defined therein) (as defined in the Merger Agreement). The use of words such as, but not limited to, "believe," "expect," "estimate," "project," "intend," "future," "potential," "continue," "may," "might," "plan," "will," "should," "seek," "anticipate," or "could" and other similar words or expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on resTORbio's current beliefs, expectations and assumptions regarding the future of resTORbio's and Adicet's business, future plans and strategies, clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. There can be no assurance that the parties will be able to complete the Merger on the anticipated terms, or at all.
Such forward-looking statements are subject to a number of material risks and
uncertainties including but not limited to: (i) risks associated with
resTORbio's ability to obtain the stockholder approval required to consummate
the Merger and the timing of the closing of the Merger, including the risks that
a condition to closing would not be satisfied within the expected timeframe or
at all or that the closing of the Merger will not occur; (ii) the outcome of any
legal proceedings that may be instituted against the parties and others related
to the merger agreement; (iii) unanticipated difficulties or expenditures
relating to the Merger, the response of business partners and competitors to the
announcement of the Merger, and/or potential difficulties in employee retention
as a result of the announcement and pendency of the Merger; (iv) the length of
time necessary to consummate the Merger may be longer than anticipated;
(v) resTORbio's continued listing on the Nasdaq Global Market until closing of
the Merger; (vi) the combined company's listing on the Nasdaq Global Market
after closing of the Merger; (vii) the adequacy of the combined company's
capital to support its future operations and its ability to successfully
initiate and complete clinical trials; (viii) the nature, strategy and focus of
the combined company; (ix) the difficulty in predicting the time and cost of
development of resTORbio's and Adicet's product candidates; (x) the executive
management and board structure of the combined company; (xi) the risk that any
potential payment of proceeds pursuant to the CVR Agreement may not be
distributed at all or result in any value to resTORbio's stockholders;
(xii) Adicet's plans to develop and commercialize its product candidates,
including ADI-001; (xiii) the timing of initiation of Adicet's planned clinical
trials; (xiv) the timing of the availability of data from Adicet's clinical
trials; (xv) the timing of any planned investigational new drug application or
new drug application; (xvi) Adicet's plans to research, develop and
commercialize its current and future product candidates; (xvii) Adicet's ability
to enter into new collaborations, and to fulfill its obligations under any such
collaboration agreements; (xviii) the clinical utility, potential benefits and
market acceptance of Adicet's product candidates; (xix) Adicet's
commercialization, marketing and manufacturing capabilities and strategy;
(xx) Adicet's ability to identify additional products or product candidates with
significant commercial potential; (xxi) developments and projections relating to
Adicet's competitors and its industry; (xxii) the impact of government laws and
regulations; (xxiii) Adicet's ability to protect its intellectual property
position; (xxiv) Adicet's estimates regarding future revenue, expenses, capital
requirements and need for additional financing following the Merger; and
(xxv) those risks detailed in resTORbio's most recent Annual Report on Form 10-K
filed with the
--------------------------------------------------------------------------------
Important Additional Information About the Merger and Where to Find It
This Current Report on Form 8-K relates to the Merger involving resTORbio and
Adicet and may be deemed to be solicitation material in respect of the Merger.
In connection with the Merger, resTORbio will file relevant materials with the
Participants in the Solicitation
resTORbio, Adicet and their respective directors and certain of their executive
officers may be considered participants in the solicitation of proxies from
resTORbio's stockholders with respect to the Merger under the rules of the
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor a solicitation of any vote or
approval with respect to the Merger or otherwise. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 99.1 Joint Corporate Presentation of resTORbio, Inc. andAdicet Bio, Inc. , datedJune 2, 2020 .
--------------------------------------------------------------------------------
© Edgar Online, source