Item 1.02 Termination of a Material Definitive Agreement
On December 1, 2022, in connection with the consummation of the Merger, the
Company terminated the Loan and Security Agreement, dated as of June 30, 2020,
by and among the Company, the several banks and other financial institutions or
entities from time to time parties to the Loan Agreement (collectively, referred
to as the "Lenders"), and Hercules Capital, Inc., in its capacity as
administrative agent and collateral agent for itself and the Lenders, as amended
on May 13, 2021 (the "Loan Agreement"), and terminated all commitments under the
Loan Agreement and repaid in full all obligations under the Loan Agreement and
the other Loan Documents (as defined in the Loan Agreement), other than any
other obligations which, by the express terms of the Loan Agreement and the
other Loan Documents, survive the termination of the Loan Agreement and the
other Loan Documents and the repayment in full of the obligations.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference. The aggregate Cash Consideration
is approximately $23.5 million.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On November 30, 2022, the Company (a) notified Nasdaq Global Market ("Nasdaq")
of the consummation of the Merger and (b) requested that Nasdaq (i) suspend
trading of the Common Stock effective prior to the opening of Nasdaq on
December 1, 2022, and (ii) file with the SEC a Form 25 Notification of Removal
from Listing and/or Registration to delist and deregister the Common Stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company also intends to file a certification on Form 15 with the SEC
requesting the deregistration of the Common Stock and the suspension of the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of
this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Change in Control of Registrant
The information contained in the Introductory Note and Items 2.01, 3.01, 3.03,
5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by
reference.
As a result of the consummation of the Offer and the consummation of the Merger
in accordance with Section 251(h) of the DGCL, on November 30, 2022, a change in
control of the Company occurred. At the Effective Time, the Company became a
wholly owned indirect subsidiary of the Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, (i) each of William
Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen,
Anne VanLent and Susan Washer ceased to serve in his or her respective position
as a member of the Company's Board of Directors, and any committee thereof
effective as of the Effective Time, and (ii) Chris Hollowood, David Fellows and
Ashwin Datt, each a director of the Purchaser immediately prior to the Effective
Time, became directors of the Company, in each case, effective as of the
Effective Time.
In accordance with the terms of the Merger Agreement, David Fellows, Chris
Hollowood and Ashwin Datt, each an officer of the Purchaser immediately prior to
the Effective Time, became officers of the Company, with (i) Mr. Fellows as
President, (ii) Dr. Hollowood as Treasurer and Secretary, and (iii) Mr. Datt as
Assistant Secretary, in each case, effective as of the Effective Time.
Biographical and other information with respect to Messrs. Fellows and Datt and
Dr. Hollowood is set forth in Schedule A to the Offer to Purchase, a copy of
which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule
TO filed with the SEC by Syncona Portfolio Ltd on October 26, 2022 and is
incorporated herein by reference.
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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Pursuant to the terms of the Merger Agreement, the certificate of incorporation
of the Company was amended and restated in its entirety, effective as of the
Effective Time, and the bylaws of the Company were amended and restated in their
entirety, effective as of immediately following the Effective Time. Copies of
the Company's sixth amended and restated certificate of incorporation and second
amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto,
respectively, each of which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger by and among the Parent, the Purchaser
and the Company, dated October 23, 2022 (incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed with
the SEC by the Company on October 24, 2022).
3.1* Sixth Amended and Restated Certificate of Incorporation of the
Company.
3.2* Second Amended and Restated Bylaws of the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Filed herewith.
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