Item 8.01 Other Events.
On August 22, 2020, Proteostasis Therapeutics, Inc. ("Proteostasis"), Yumanity
Holdings, LLC ("Holdings"), Yumanity Therapeutics, Inc., a wholly-owned
subsidiary of Holdings ("Yumanity"), and Pangolin Merger Sub, a wholly-owned
subsidiary of Proteostasis ("Merger Sub") entered into an Agreement and Plan of
Merger and reorganization (as subsequently amended by the First Amendment to
Merger Agreement (the "Amendment to Merger Agreement"), dated November 6, 2020),
pursuant to which Merger Sub will merge with and into Yumanity, with Yumanity
surviving as a wholly owned subsidiary of Proteostasis. On or about November 12,
2020, Proteostasis mailed to its stockholders a proxy statement/prospectus with
respect to a meeting of the Proteostasis stockholders to be held on December 16,
2020. In connection with such proxy statement/prospectus, Proteostasis is filing
the updated financial information included in Item 9.01 below.
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, Proteostasis's expected cash, cash equivalents and marketable
securities balance as of September 30, 2020, Yumanity and the proposed merger
between Proteostasis, Yumanity and certain other entities. 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 SEC, including the factors
described in the section titled "Risk Factors" in Proteostasis's Annual Report
on Form 10-K for the year ended December 31, 2019 filed with the Securities and
Exchange Commission on March 10, 2020, as updated by Proteostasis's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC,
and in any other subsequent filing that Proteostasis makes and will make with
the SEC in connection with the proposed merger. Proteostasis can give no
assurance that the conditions to the merger will be satisfied. You should not
place undue reliance on these forward-looking statements, which are made only as
of the date hereof or as of the dates indicated in the forward-looking
statements. Proteostasis expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based.
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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
September 23, 2020, Proteostasis filed a Registration Statement on Form S-4 (the
"Form S- 4") with the SEC, which included a preliminary proxy
statement/prospectus/information statement. Proteostasis filed Amendment No. 1
to the Form S-4 with the SEC on October 28, 2020. Proteostasis filed Amendment
No. 2 to the Form S-4 with the SEC on November 6, 2020. A definitive proxy
statement/prospectus/information statement was filed with the SEC on
November 12, 2020 and mailed to the stockholders of Yumanity and Proteostasis.
Each party may file other documents with the SEC in connection with the proposed
merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PROTEOSTASIS, YUMANITY THE PROPOSED MERGER AND RELATED MATTERS. Investors and
security holders may obtain free copies of the proxy
statement/prospectus/information statement and any other documents filed with
the SEC on Proteostasis's website at http://www.proteostasis.com, by contacting
Proteostasis's Investor Relations at (617) 225-0096 or the SEC's website at
www.sec.gov. Investors and security holders are urged to read the proxy
statement, prospectus and other relevant materials when they become available
before making any voting or investment decision with respect to the proposed
merger.
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 SEC on April 29, 2020. These documents are available free of
charge from the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses to be Acquired
The unaudited interim condensed consolidated financial statements of Holdings as
of September 30, 2020 and for each of the nine months ended September 30, 2020
and 2019, are included as Exhibits 99.1 to this Current Report on Form 8-K and
are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated combined financial information as
of September 30, 2020 and for the nine months ended September 30, 2020 and the
year ended December 31, 2019 is included as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
Exhibit No. Description
99.1 Unaudited interim condensed consolidated financial statements
of Holdings as of September 30, 2020 and for each of the
nine months ended September 30, 2020 and 2019
99.2 Unaudited pro forma condensed consolidated combined financial
information as of September 30, 2020 and for the nine months
ended September 30, 2020 and the year ended December 31, 2019
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