Item 1.01 Entry into a Material Definitive Agreement
Private Placement and Subscription Agreement
On
The closing of the Private Placement is expected to occur immediately following
the consummation of the Merger (the "Closing Date"). Accordingly, following the
Closing Date, based solely on the estimated exchange ratio as described in the
proxy statement/prospectus/information statement dated
The Private Placement is expected to result in gross proceeds to the Company of
approximately
The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Purchasers represented that it is an accredited investor within the meaning of Rule 501 of Regulation D and is acquiring the securities for its own account for investment and not with a view towards distribution.
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
The Subscription Agreement has been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company or the parties thereto. The Subscription Agreement contains representations and warranties that the parties thereto made to, and solely for the benefit of, each other. The assertions embodied in such representations and warranties are qualified by information contained in the confidential disclosure schedules that each may have been delivered to the other party in connection with signing the Subscription Agreement. Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only
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made as of the date of the Subscription Agreement and are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Subscription Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Registration Rights Agreement
On the Closing Date, in connection with the Subscription Agreement, the Company
intends to enter into a registration rights agreement with the Purchasers (the
"Registration Rights Agreement"). Pursuant to the terms of the Registration
Rights Agreement, the Company has agreed to prepare and file a registration
statement with the
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and which is incorporated herein by reference.
The Registration Rights Agreement has been included to provide investors and stockholders with information regarding their terms. It is not intended to provide any other factual information about the Company or the parties thereto.
Consent and Waivers Under the Merger Agreement
In connection with the Private Placement, Holdings and Yumanity consented to Proteostasis entering into the Subscription Agreement and taking any other actions requested by Holdings or Yumanity in order to effectuate the Private Placement.
In light of the Private Placement and the planned adjournment by Proteostasis of
its special meeting of stockholders to
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01 Other Events
In light of the Private Placement, Proteostasis plans to adjourn its special
meeting of stockholders, scheduled to be held on
In addition, on
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended) concerning
Proteostasis, Yumanity, the private placement and the proposed merger, and
Proteostasis' expected cash and cash equivalents. These statements may discuss
goals, intentions and expectations as to future plans, trends, events, results
of operations or financial condition, or otherwise, based on current beliefs of
the management of Proteostasis, as well as assumptions made by, and information
currently available to, management. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as "may," "will," "should,"
"would," "expect," "anticipate," "plan," "likely," "believe," "estimate,"
"project," "intend," and other similar expressions. Statements that are not
historical facts are forward-looking statements. Forward-looking statements are
based on current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual results could
differ materially from those contained in any forward-looking statement as a
result of various factors, including, without limitation: the risk that the
conditions to the closing of the proposed merger are not satisfied, including
the failure to obtain stockholder approval for the proposed merger in a timely
manner or at all; uncertainties as to the timing of the consummation of the
proposed merger and the ability of each of Proteostasis and Yumanity to
consummate the merger; risks related to Proteostasis's ability to correctly
estimate and manage its operating expenses and its expenses associated with the
proposed merger pending closing; risks related to Proteostasis's continued
listing on the Nasdaq Global Market until closing of the proposed merger; risks
related to the failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate the proposed
merger; the risk that as a result of adjustments to the exchange ratio,
Proteostasis stockholders or Yumanity stockholders could own more or less of the
combined company than is currently anticipated; risks related to the market
price of Proteostasis common stock relative to the exchange ratio; the risk that
the conditions to payment under the contingent value rights will be not be met
and that the contingent value rights may otherwise never deliver any value to
Proteostasis stockholders; risks associated with the possible failure to realize
certain anticipated benefits of the proposed merger, including with respect to
future financial and operating results; the ability of Proteostasis or Yumanity
to protect their respective intellectual property rights; competitive responses
to the merger and changes in expected or existing competition; unexpected costs,
charges or expenses resulting from the proposed merger; potential adverse
reactions or changes to business relationships resulting from the announcement
or completion of the proposed merger; the success and timing of regulatory
submissions and pre-clinical and clinical trials; regulatory requirements or
developments; changes to clinical trial designs and regulatory pathways; changes
in capital resource requirements; risks related to the inability of the combined
company to obtain sufficient additional capital to continue to advance its
product candidates and its preclinical programs; and legislative, regulatory,
political and economic developments. These and other risks and uncertainties are
more fully described in periodic filings with the
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quarter ended
Additional Information about the Proposed Merger and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed transaction between Proteostasis, Holdings and Yumanity. On
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, 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. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Proteostasis and its directors and executive officers, Holdings and its
directors and executive officers, and Yumanity and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Proteostasis in connection with the proposed transaction.
Information about the executive officers and directors of Proteostasis and
Yumanity is included in the proxy statement/prospectus/information statement
referred to above. Additional information regarding the directors and executive
officers of Proteostasis is set forth in Proteostasis's Definitive Proxy
Statement on Schedule 14A relating to the 2020 Annual Meeting of Stockholders,
filed with the
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Below is a list of exhibits included with this Current Report on Form 8-K.
Exhibit No. Document 10.1 Subscription Agreement, dated as ofDecember 14, 2020 by and amongProteostasis Therapeutics, Inc. and the Purchasers named therein. 10.2 Form of Registration Rights Agreement. 99.1 Press Release, datedDecember 15, 2020 .
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