TANGO THERAPEUTICS, INC. Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Registration and Stockholder Rights Agreement
On the Closing Date, New Tango,
In particular, the Amended and Restated Registration and Stockholder Rights Agreement provides for the following registration rights:
• Shelf registration/demand registration rights. No later than 30 calendar
days following the Closing Date, New Tango is required to file with the
SEC , a shelf registration statement registering the resale of the
Registrable Securities , and use its commercially reasonable efforts to
have such registration statement declared effective by the SEC within a
specified period. At any time and from time to time when an effective
shelf registration statement is on file with the SEC , a Holder may
request to sell all or any portion of such Holder's Registrable
Securities by means of an underwritten takedown off of the shelf
registration statement, except that New Tango is only obligated to effect
such underwritten shelf takedown if such offering will include
Registrable Securities proposed to be sold by the requesting Holder,
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated herein by reference into this Item 2.01.
On
Prior to the Special Meeting, holders of 1,106,814 shares of BCTG's common stock
exercised their right to redeem such shares for cash at a price of approximately
The material terms and conditions of the Merger Agreement are described in the section titled "Proposal 1 - The Business Combination Proposal," which is incorporated herein by reference.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and the information incorporated herein by reference may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Transactions and their expected benefits, our performance following the Transactions, the success, cost and timing of our product development activities and clinical trials, the potential attributes and benefits of our product candidates, our ability to obtain and maintain . . .
Item 3.02. Unregistered Sales of
Concurrently with the execution of the Merger Agreement, BCTG entered into the
Subscription Agreements with the
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the consummation of the Transactions, BCTG changed its name
to "
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In accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), New Tango is the successor issuer to BCTG and has succeeded to the attributes of BCTG as the registrant. In addition, the shares of Common Stock of New Tango, as the successor to BCTG, are deemed to be registered under Section 12(b) of the Exchange Act. Holders of uncertificated shares of BCTG's common stock prior to the Closing have continued as holders of shares of uncertificated shares of New Tango's Common Stock. After consummation of the Transactions, the Common Stock was listed on the Nasdaq Capital Market under the symbol "TNGX", and the CUSIP number relating to the Common Stock was changed to 87583X 109. Holders of BCTG's shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that New Tango is the successor to BCTG.
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
On
The report of Withum on the financial statements of
The Company has provided Withum with a copy of the disclosures it is making in
this Item 4.01(a) of this Current Report on Form 8-K and requested that Withum
furnish a letter addressed to the
(b) Engagement of New Independent Registered Public Accounting Firm.
On
PwC served as independent registered public accounting firm of Old Tango prior
to the Business Combination. During the period from
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "Proposal 1 - The Business Combination Proposal," which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Board of Directors
Upon the consummation of the Transactions, and in accordance with the terms of
the Merger Agreement, each director and executive officer of BCTG ceased serving
in such capacities and seven new directors were appointed to the Board. The
Board was divided into three staggered classes of directors and each director
was assigned to one of the three classes. At each annual meeting of the
stockholders, a class of directors will be elected for a three-year term to
succeed the directors of the same class whose terms are then expiring. The terms
of the directors will expire upon the election and qualification of successor
directors at the annual meeting of stockholders to be held during the year 2022
for Class I directors, 2023 for Class II directors and 2024 for Class III
directors.
Furthermore, following the consummation of the Transactions, the Board
established three standing committees: an audit committee, a compensation
committee and a nominating and corporate governance committee. The members of
our audit committee are
Descriptions of the compensation of the directors of Old Tango and of BCTG before the consummation of the Transactions are set forth in the Proxy Statement/Prospectus in the sections titled "Executive and Director Compensation of Tango" and "Executive Officers and Directors of BCTG-Executive Compensation," respectively, and that information is incorporated herein by reference.
Following the Transactions, pursuant to New Tango's non-employee director
compensation policy, each non-employee director will receive an annual retainer
of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Following the Closing, on
Item 5.06. Change in Shell Company Status.
As a result of the Transactions, New Tango ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section entitled "Proposal 1 - The Business Combination Proposal" of the Proxy Statement/Prospectus and in the information set forth under Item 2.01 in this Current Report on Form 8-K, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
As of
PROPOSALS:
Proposal 1 - The Business Combination Proposal - to adopt the Merger Agreement and the Transactions.
For Against Abstain 17,721,821 14,009 0
Proposal 2 - The Nasdaq Proposal - to approve, (i) for purposes of complying with the listing rules of the Nasdaq Capital Market ("Nasdaq Rules"), Nasdaq Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding shares of BCTG common stock and the resulting change in control in connection with the Business Combination, and (ii) for the purposes of complying with Nasdaq Rules 5635(d) the issuance of more than 20% of the issued and outstanding shares of BCTG common stock in the PIPE Financing upon the completion of the Business Combination.
For Against Abstain 17,721,821 14,009 0
Proposal 3 - The Charter Amendment Proposal - to approve an amendment and restatement of BCTG's certificate of incorporation.
For Against Abstain 17,721,821 14,009 0
Proposal 4 - The Advisory Charter Proposals - to approve and adopt, on a
non-binding advisory basis, certain differences in the governance provisions set
forth in a proposed charter, as compared to BCTG's then current charter, which,
in accordance with
(1) Advisory Charter Proposal A - to amend the name of the public entity to
"Tango Therapeutics, Inc. " from "BCTG Acquisition Corp. "
For Against Abstain17,721,821 14,009 0
(2) Advisory Charter Proposal B - to authorize the issuance of up to
200,000,000 shares of Common Stock, and up to 10,000,000 shares of "blank
check" preferred stock, the rights, preferences and privileges of which may
be designated from time to time by New Tango's board of directors.
For Against Abstain15,421,041 2,314,639 150
(3) Advisory Charter Proposal C - to provide that the removal of any director be
only for cause and by the affirmative vote of at least 66 2/3% of New Tango's
then-outstanding shares of capital stock entitled to vote generally in the
election of directors.
For Against Abstain14,820,641 2,915,189 0
(4) Advisory Charter Proposal D - to make New Tango's corporate existence
perpetual as opposed to BCTG's corporate existence, which is required to be
dissolved and liquidated 24 months following the closing of its initial
public offering if it does not complete a business combination in that time,
and to remove from the proposed charter the various provisions applicable
only to special purpose acquisition corporations.
For Against Abstain17,721,821 14,009 0
(5) Advisory Charter Proposal E - to provide that New Tango will not be subject
to Section 203 of the General Corporation Law of the
For Against Abstain 17,388,671 14,009 333,150
(6) Advisory Charter Proposal F - to remove the provisions setting the Court of
Chancery of the State of Delaware as the sole and exclusive forum for certain
stockholder actions.
For Against Abstain
17,389,071 14,159 332,600
(7) Advisory Charter Proposal G - to increase the required vote thresholds for
approving amendments to the proposed charter and bylaws to 66 2/3%.
For Against Abstain
14,821,641 2,914,189 0
Proposal 5 - The Directors Proposal - to consider and vote upon a proposal to
elect, effective as of the consummation of the Business Combination,
For Against Abstain 17,721,821 0 14,009
Proposal 6 - The Equity Incentive Plan Proposal - to approve the 2021 Plan.
For Against Abstain 15,121,791 2,614,039 0
Proposal 7 - The ESPP Proposal - to approve the ESPP.
For Against Abstain 16,789,191 614,039 332,600
Proposal 8 - The Adjournment Proposal - to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve Proposal 1, Proposal 2, Proposal 3, Proposal 5, Proposal 6 or Proposal 7.
As there were sufficient votes to approve the above-referenced proposals, the Adjournment Proposal was not presented to BCTG's stockholders at the Special Meeting.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The consolidated financial statements of Old Tango as of
The consolidated financial statements of Old Tango as of
The audited consolidated financial statements of Old Tango as of and for the
years ended
The consolidated financial statements of BCTG as of
The consolidated financial statements of BCTG as of and for the three months
ended
The audited consolidated financial statements of BCTG as of
(b) Pro forma financial information.
Certain unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
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(d) Exhibits. Exhibit Number Description 2.1† The Agreement and Plan of Merger, dated as ofApril 13, 2021 , by and amongBCTG Acquisition Corp. ,BCTG Merger Sub Inc. , andTango Therapeutics, Inc. (incorporated by reference to Annex A to the Proxy Statement/Prospectus). 3.1 Second Amended and Restated Certificate of Incorporation ofTango Therapeutics, Inc. (incorporated by reference to Annex B to the Proxy Statement/Prospectus). 3.2 Amended and Restated By-laws ofTango Therapeutics, Inc. (incorporated by reference to Exhibit F of Annex A to the Proxy Statement/Prospectus). 10.1 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 8-K filed by the Registrant onApril 14, 2021 ). 10.2* Amended and Restated Registration and Stockholders Rights Agreement, datedAugust 10, 2021 , by and amongTango Therapeutics, Inc. and the stockholders party thereto. 10.3 Form of Lock-Up Agreement (incorporated by reference as Exhibit D to Exhibit 2.1). 10.4*Tango Therapeutics, Inc. 2021 Stock Option and Incentive Plan. 10.5* Forms of Award Agreements under theTango Therapeutics, Inc. 2021 Stock Option and Incentive Plan. 10.6*Tango Therapeutics, Inc. 2021 Employee Stock Purchase Plan. 10.7* Form of Executive Employment Agreement. 10.8* Non-Employee Director Compensation Policy. 10.9* Form of Indemnification Agreement (Directors). 10.10* Form of Indemnification Agreement (Officers). 10.11* Senior Executive Cash Annual Incentive Plan. 16.1 Letter fromWithumSmith+Brown, PC as to the change in certifying accountant, datedAugust 13, 2021 . 99.1* Management's Discussion and Analysis of Financial Condition and Results of Operations ofTango Therapeutics, Inc. as ofJune 30, 2021 and for the three and six months endedJune 30, 2021 . 99.2* Condensed Consolidated Financial Statements ofTango Therapeutics, Inc. as ofJune 30, 2021 and for the three and six months endedJune 30, 2021 and the related notes. 99.3* Condensed Consolidated Financial Statements ofBCTG Acquisition Corp. as ofJune 30, 2021 and for the three and six months endedJune 30, 2021 and the related notes . 99.4* Unaudited Pro Forma Condensed Combined Financial Information as of and for the six months endedJune 30, 2021 and for the year endedDecember 31, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K
Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the
†† Certain confidential portions (indicated by brackets and asterisks) have been
omitted from this exhibit.
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