EURO BIOT Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Upon the terms and subject to the conditions of the Business Combination
Agreement and in accordance with applicable law, as soon as practicable
following the date hereof, (i) EBAC will form, or cause to be formed, (a)
In connection with the transactions contemplated by the Business Combination
Agreement, among other things, (i) Merger Sub 1 will merge with and into EBAC,
with EBAC surviving such merger as a wholly owned subsidiary of New Parent (the
"First Merger"), (ii) as a result of the First Merger, (a) each issued and
outstanding share of EBAC Common Stock will automatically convert into one class
of ordinary shares of the surviving company in the First Merger ("Surviving EBAC
Shares"), (b) each issued and outstanding warrant issued by EBAC to purchase
Class A Common Stock of EBAC will be automatically converted into warrants of
the surviving company in the First Merger ("Surviving EBAC Warrants"), and (c)
EBAC will deposit or cause to be deposited with the Exchange Agent the Surviving
EBAC Shares and Surviving EBAC Warrants, (iii) following the First Merger
Effective Time but prior to the Second Merger Effective Time, the Exchange Agent
will contribute the Surviving EBAC Shares and Surviving EBAC Warrants to New
Parent in exchange for New Parent Class A ordinary shares, nominal value
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of EBAC and Oculis.
Merger Consideration
The consideration payable to current Oculis equityholders in connection with the
transactions will be comprised of New Parent Shares. Each New Parent Share shall
entitle the holder thereof to one vote and such holder will be entitled to
receive dividends if and when declared. The aggregate value of the consideration
of New Parent Shares payable to existing Oculis equityholders, without
considering any Earnout Shares (as defined below) equals
In addition to the consideration described above, existing equityholders of
Oculis will also be entitled to receive at the Acquisition Closing additional
consideration in the form of 4,000,000 newly issued shares of New Parent (the
"Earnout Shares"), which will initially be unvested and will be subject to
forfeiture, on the terms and subject to the conditions set forth in the Business
Combination Agreement. The Earnout Shares will be issued in three tranches of
(i) 1,500,000 shares, (ii) 1,500,000 shares, and (iii) 1,000,000 shares, vesting
based on achievement of post-closing share price targets of New Parent of
The Sponsor has forfeited 727,096 of its shares of EBAC Class B Common Stock for
no consideration, contingent upon the consummation of the Acquisition Closing.
Furthermore, if as of the Acquisition Closing Date, (i) the amount of cash
available in the Trust Account following the EBAC Shareholders' Meeting (after
deducting the amount required to satisfy the EBAC Share Redemption Amount but
before payment of any Company Transaction Expenses or EBAC Transaction
Expenses), plus (ii) the PIPE Investment Amount actually received by New Parent
(or other financing, including through a convertible loan, in connection with
the Acquisition Transactions) prior to or substantially concurrently with the
Acquisition Closing from a PIPE Investor or other investor that in either case
has been introduced to the Company following the date hereof by the Sponsor, is
less than
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of (i) EBAC Class A Common Stock to the
Item 7.01. Regulation FD Disclosure.
On
Also on
Copies of the Joint Press Release and Investor Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
The information in this Current Report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "result," "follow," "to be," "extend," "shall," "may" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and expectations related to the terms and timing of the transaction. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Oculis's and EBAC's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Oculis and EBAC.
These forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the proposed business combination, including
the risk that any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed business combination or that
the approval of the shareholders of Oculis or EBAC is not obtained; changes to
the proposed structure of the proposed business combination that may be required
or appropriate as a result of applicable laws or regulations or as a condition
to obtaining regulatory approval of the proposed business combination; the risk
that the proposed business combination disrupts current plans and operations of
Oculis as a result of the announcement and consummation of the proposed business
combination; failure to realize the anticipated benefits of the proposed
business combination; risks relating to the uncertainty of the projected
financial information with respect to Oculis; the ability for
Additional Information About the Proposed Business Combination and Where To Find It
The proposed business combination will be submitted to shareholders of EBAC for
their consideration. EBAC intends to file the Registration Statement with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
EBAC, Oculis and certain of their respective directors, executive officers and
other members of management and employees may, under
No Offer or Solicitation
This Current Report is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 * Business Combination Agreement, dated October 17, 2022 by and among
EBAC and Oculis SA .
10.1 Form of PIPE Subscription Agreement by and among EBAC and certain
investors party thereto.
10.2 Convertible Loan Agreement, dated October 17, 2022 by and among
Oculis SA and certain shareholders party thereto.
10.3 Form of Shareholder Non-Redemption Agreement, by and among Sponsor
and certain investors party thereto.
10.4 Oculis Shareholder Support Agreement, dated October 17, 2022 by and
among Oculis, EBAC and the other parties thereto.
10.5 Sponsor Support Agreement, dated October 17, 2022 by and among
Sponsor, EBAC and Oculis.
10.6 Form of Amended and Restated Registration Rights and Lock-Up
Agreement by and among New Parent and the other signatories to be a
party thereto.
99.1 Joint Press Release, dated October 17, 2022 .
99.2 Investor Presentation, dated October 17, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
______________
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). EBAC agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the
© Edgar Online, source
