Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

TANGO THERAPEUTICS, INC.

(TNGX)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

TANGO THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amendment or Waiver to Code of Ethics, Change in Shell Company Status, Submission of M (form 8-K)

08/13/2021 | 05:20pm EDT

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Registration and Stockholder Rights Agreement

On the Closing Date, New Tango, BCTG Holdings, LLC, a Delaware limited liability company ("Sponsor"), certain persons and entities holding securities of New Tango, and entities receiving Common Stock pursuant to the Merger Agreement (the foregoing persons and entities, together with other persons or entities who become party to the Amended and Restated Registration and Stockholder Rights Agreement (as defined herein), collectively referred to as the "Holders") entered into an Amended and Restated Registration and Stockholder Rights Agreement (the "Amended and Restated Registration and Stockholder Rights Agreement"), pursuant to which New Tango (i) agreed to register for resale (1) certain shares of Common Stock held by, or issuable upon exercise of options held by, the Holders and (2) any warrants, shares of capital stock or other securities of New Tango issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the shares specified in clause (1) (the securities in clauses (1) and (2) collectively referred to as the "Registrable Securities") and (ii) granted certain other registration rights to the Holders.

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 August 9, 2021, BCTG held a special meeting of its stockholders (the "Special Meeting") at which the BCTG stockholders considered and adopted, among other matters, the Merger Agreement. On August 10, 2021, the parties to the Merger Agreement consummated the Transactions.

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 $10.00 per share for aggregate payments of $11.1 million. At the Closing, (i) an aggregate of 55,000,000 shares of Common Stock were issued in exchange for the shares of Old Tango common stock outstanding as of immediately prior to the Effective Time and (ii) an aggregate of 18,610,000 shares of Common Stock were issued to the PIPE Investors in the PIPE Financing. Moreover, at the Closing, each equity award of Old Tango outstanding as of immediately prior to the Effective Time was exchanged for comparable equity awards of New Tango based on an implied Old Tango equity value of $550,000,000. Immediately after giving effect to the Transactions, there were 87,474,258 shares of Common Stock outstanding and 9,498,725 shares of Common Stock subject to equity awards under the 2021 Plan (as defined below). On August 11, 2021, the Common Stock began trading on the Nasdaq Capital Market under the symbol "TNGX".

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 Equity Securities.

Concurrently with the execution of the Merger Agreement, BCTG entered into the Subscription Agreements with the PIPE Investors, pursuant to which, at the Closing, the PIPE Investors subscribed for and purchased an aggregate of 18,610,000 shares of Common Stock at a price of $10.00 per share for aggregate gross proceeds of $186,100,000. The shares of Common Stock issued pursuant to the Subscription Agreements (the "PIPE Financing Shares") have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreements, BCTG agreed that, within 30 calendar days after the Closing Date, New Tango will file with the SEC (at New Tango's sole cost and expense) a registration statement (the "Resale Registration Statement") registering the resale of the PIPE Financing Shares. New Tango will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day after the consummation of the Transactions (or 90th calendar day if the SEC notifies us that it will review the Resale Registration Statement) and (ii) the fifth business day after the date New Tango is notified by the SEC that the Resale Registration Statement will not be reviewed or will not be subject to further review. BCTG agreed to cause such Resale Registration Statement, or another shelf registration statement that includes the PIPE Financing Shares, to remain effective until the earliest of (x) the fourth anniversary of the Closing, (y) the date on which no PIPE Investor holds PIPE Financing Shares or (z) the first date on which each PIPE Investor is able to sell all of its PIPE Financing Shares under Rule 144 under the Securities Act without volume or manner of sale limitations and without the requirement for us to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable). The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is attached hereto as Exhibits 10.1 and is each incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the consummation of the Transactions, BCTG changed its name to "Tango Therapeutics, Inc." and adopted a certificate of incorporation and by-laws. Reference is made to the disclosure described in the Proxy Statement/Prospectus in the sections titled "Proposal 3-The Charter Amendment Proposal", "Proposal 4-The Advisory Charter Proposals", "Comparison of Corporate Governance and Stockholder Rights" and "Description of Securities After the Business Combination," which are incorporated herein by reference. This summary is qualified in its entirety by reference to the text of New Tango's certificate of incorporation and by-laws, which are attached as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

--------------------------------------------------------------------------------

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 August 10, 2021, the Audit Committee of the Board of Directors (the "Audit Committee") of New Tango dismissed WithumSmith+Brown, PC ("Withum") as the Company's independent registered public accounting firm, effective immediately.

The report of Withum on the financial statements of BCTG Acquisition Corp. (the Company's legal predecessor) as of December 31, 2020 and for the period from May 21, 2020 through December 31, 2020 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the period from May 21, 2020 through December 31, 2020 and the subsequent interim period through August 10, 2021, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreements in its reports on the financial statements of the Company, or (ii) "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K) within the period of Withum's engagement and the subsequent interim period through August 10, 2021.

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 SEC stating whether it agrees with the statements above, and, if not, stating the respects in which it does not agree. A copy of Withum's letter dated August 13, 2021 is filed as Exhibit 16.1 hereto.

(b) Engagement of New Independent Registered Public Accounting Firm.

On August 10, 2021, the Audit Committee appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. That engagement is effective immediately.

PwC served as independent registered public accounting firm of Old Tango prior to the Business Combination. During the period from May 21, 2020 through December 31, 2020 and the subsequent interim period through August 10, 2021, neither New Tango nor anyone on its behalf consulted with PwC regarding either (i) the application of accounting principles to a specified transaction, either . . .

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. Lesley Calhoun and Reid Huber were appointed as Class I directors, Malte Peters and Mace Rothenberg were appointed as Class II directors and Alexis Borisy, Aaron Davis and Barbara Weber were appointed as 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 Lesley Calhoun, Mace Rothenberg and Alexis Borisy, and Lesley Calhoun serves as the chairperson of the audit committee. The members of the compensation committee are Malte Peters, Mace Rothenberg and Alexis Borisy, and Malte Peters is the chairperson of the compensation committee. The members of the nominating and corporate governance committee are Reid Huber, Aaron Davis, and Lesley Calhoun, and Reid Huber is the chairperson of the nominating and corporate governance committee.

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 $40,000, an annual retainer of $30,000 for serving as the non-executive chair, an annual retainer of $15,000 for serving as the lead independent director, a $15,000 annual retainer for serving as the chair of the audit committee, a $10,000 annual retainer for serving as the chair of the compensation committee, a $8,000 annual retainer for serving as the chair of the . . .

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 August 12, 2021, the Board considered and adopted a new a code of conduct (the "Code of Ethics"). The Code of Ethics applies to all of our directors, officers and employees. The foregoing description of the Code of Ethics is qualified in its entirety by the full text of the Code of Ethics, which is available in the "Investor" section of our website.

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 August 9, 2021, BCTG held the Special Meeting at which BCTG stockholders voted on the proposals set forth below, each of which is described in detail in the Proxy Statement/Prospectus.

As of July 8, 2021, the record date for the Special Meeting, there were 21,377,250 shares of BCTG's common stock issued and outstanding and entitled to vote. There were 17,735,830 shares of BCTG's common stock represented by proxy at the Special Meeting. Each of the proposals described below was approved by BCTG's stockholders. The final voting results for each proposal submitted to BCTG's stockholders at the Special Meeting are set forth below.

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 SEC requirements, were presented as the following seven separate sub-proposals:

(1) Advisory Charter Proposal A - to amend the name of the public entity to

    "Tango Therapeutics, Inc." from "BCTG Acquisition Corp."




   For       Against   Abstain
17,721,821   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    Abstain
15,421,041   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    Abstain
14,820,641   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   Abstain
17,721,821   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 State of Delaware.


   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, Alexis Borisy, Aaron Davis, Reid Huber, Malte Peters, Lesley Calhoun, Mace Rothenberg and Barbara Weber, to serve on New Tango's board of directors until their respective successors are duly elected and qualified.




   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 June 30, 2021 and for the three and six months ended June 30, 2021 and the related notes are set forth in Exhibit 99.2 filed herewith and are incorporated herein by reference.

The consolidated financial statements of Old Tango as of March 31, 2021 and for the three months ended March 31, 2021 and the related notes are set forth in the Proxy Statement/Prospectus beginning on page F-32 and are incorporated herein by reference.

The audited consolidated financial statements of Old Tango as of and for the years ended December 31, 2020 and December 31, 2019, the related notes are set forth in the Proxy Statement/Prospectus beginning on page F-50 and are incorporated herein by reference.

The consolidated financial statements of BCTG as of June 30, 2021 and for the three and six months ended June 30, 2021 and the related notes are set forth in Exhibit 99.3 filed herewith and are incorporated herein by reference.

The consolidated financial statements of BCTG as of and for the three months ended March 31, 2021 and the related notes are set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

The audited consolidated financial statements of BCTG as of December 31, 2020 and for the period from May 21, 2020 through December 31, 2020 and the related notes and report of independent registered public accounting firm are set forth in the Proxy Statement/Prospectus beginning on page F-17 and are incorporated herein by reference.

(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.

--------------------------------------------------------------------------------

(d) Exhibits.



Exhibit
Number                                   Description

 2.1†         The Agreement and Plan of Merger, dated as of April 13, 2021, by and
            among BCTG Acquisition Corp., BCTG Merger Sub Inc., and Tango
            Therapeutics, Inc. (incorporated by reference to Annex A to the Proxy
            Statement/Prospectus).

 3.1          Second Amended and Restated Certificate of Incorporation of Tango
            Therapeutics, Inc. (incorporated by reference to Annex B to the Proxy
            Statement/Prospectus).

 3.2          Amended and Restated By-laws of Tango 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 on April 14, 2021).

10.2*         Amended and Restated Registration and Stockholders Rights Agreement,
            dated August 10, 2021, by and among Tango 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 the Tango 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 from WithumSmith+Brown, PC as to the change in certifying
            accountant, dated August 13, 2021.

99.1*         Management's Discussion and Analysis of Financial Condition and
            Results of Operations of Tango Therapeutics, Inc. as of June 30, 2021
            and for the three and six months ended June 30, 2021.

99.2*         Condensed Consolidated Financial Statements of Tango Therapeutics,
            Inc. as of June 30, 2021 and for the three and six months ended
            June 30, 2021 and the related notes.

99.3*         Condensed Consolidated Financial Statements of BCTG Acquisition
            Corp. as of June 30, 2021 and for the three and six months ended
            June 30, 2021 and the related notes  .

99.4*         Unaudited Pro Forma Condensed Combined Financial Information as of
            and for the six months ended June 30, 2021 and for the year ended
            December 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 SEC upon request.

†† Certain confidential portions (indicated by brackets and asterisks) have been

omitted from this exhibit.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about TANGO THERAPEUTICS, INC.
10/22TANGO THERAPEUTICS : Corporate Presentation
PU
09/30TANGO THERAPEUTICS : Announces Presentation of Preclinical Data on Lead Program and Discov..
BU
09/20TANGO THERAPEUTICS : SVB Leerink Initiates Coverage on Tango Therapeutics With Outperform ..
MT
09/20TANGO THERAPEUTICS, INC.(NASDAQCM : TNGX) added to S&P TMI Index
CI
09/07TANGO THERAPEUTICS : Guggenheim Starts Tango Therapeutics at Buy with $16 Price Target
MT
09/07TANGO THERAPEUTICS : Barclays Initiates Tango Therapeutics With Overweight Rating, $18 Pri..
MT
09/07TANGO THERAPEUTICS : Wedbush Initiates Tango Therapeutics With Outperform Rating, $20 Pric..
MT
09/07TANGO THERAPEUTICS : Goldman Sachs Initiates Tango Therapeutics With Buy Rating, $17 Price..
MT
08/13TANGO THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Completion of Acqui..
AQ
08/10BCTG ACQUISITION : Tango Therapeutics Debuts as Publicly Traded Precision Oncology Company..
AQ
More news
Analyst Recommendations on TANGO THERAPEUTICS, INC.
More recommendations