THES ACQU Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Registration and Stockholder Rights Agreement
On the Closing Date, New POINT,
In particular, the Registration Rights Agreement provides for the following registration rights:
• Shelf registration rights. As soon as practicable but no later than 30
calendar days following the Closing Date, New POINT is required to file
a shelf registration statement pursuant to Rule 415 of the Securities
Act covering resale of all the Holders' registrable securities on a
delayed or continuous basis and use commercially reasonable efforts to
have such shelf registration statement declared effective as soon as
practicable after the filing thereof. At any time New POINT has an
effective shelf registration statement on file with the Securities and
Exchange Commission (the "SEC"), Sponsor and any POINT Holder may make
a written request to effect a public offering, including pursuant to an
underwritten shelf takedown, to sell all or any portion of their
registrable securities; provided that New POINT is only obligated to
effect any such underwritten shelf takedown if the total offering price
for the registrable securities to be sold is reasonably expected to
exceed, in the aggregate, at least $20 million , and New POINT is not
required to effect more than one underwritten shelf takedown in any
six-month period.
• Piggyback registration rights. At any time after the Closing Date, if
New POINT or any Holder proposes to conduct a registered offering of,
or if New POINT proposes to file a registration statement under the
Securities Act to register, equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into equity
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth under "Introductory Note" above is incorporated in this Item 2.01 by reference.
On
Prior to the Special Meeting, holders of 1,394,131 shares of RACA's Class A
Common Stock exercised their right to redeem such shares for cash at a price of
approximately 10.00 per share for aggregate payments of
The material terms and conditions of the Business Combination Agreement and its
related agreements are described on pages 90 to 103 of RACA's definitive proxy
statement/prospectus dated
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FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as RACA was immediately before . . .
Item 3.02. Unregistered Sales of
Concurrently with the execution of the Business Combination Agreement and as
described under "Introductory Note" above, RACA entered into Subscription
Agreements with each of the
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Item 3.03. Material Modification to Rights of Security Holders.
At the Special Meeting, the RACA stockholders considered and approved, among
other things, the amendment and restatement of RACA's second amended and
restated certificate of incorporation as described in the Definitive Proxy
Statement under the section titled "Charter Amendment Proposal" beginning on
page 120, which is incorporated herein by reference. In connection with the
consummation of the Transactions, RACA changed its name to "
The description of the Restated Charter and the general effect of the Restated
Charter upon the rights of the holders of New POINT's Common Stock is included
in the Definitive Proxy Statement in the sections titled "Comparison of
Corporate Governance and Stockholder Rights" beginning on page 244 and
"Description of
Upon the consummation of the Transaction, New POINT adopted amended and restated bylaws (the "Restated Bylaws") to be consistent with the Restated Charter and to make certain other changes that the Board deemed appropriate for a public operating company.
This summary is qualified in its entirety by reference to the text of New POINT's Restated Charter and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.
In accordance with Rule 12g-3(a) under the Exchange Act, New POINT is the successor issuer to RACA and has succeeded to the attributes of RACA as the registrant. In addition, the shares of Common Stock of New POINT, as the successor to RACA, are deemed to be registered under Section 12(b) of the Exchange Act. Holders of uncertificated shares of RACA's Class A Common Stock and Class B Common Stock prior to the Closing have continued as holders of shares of uncertificated shares of New POINT's Common Stock. After consummation of the Transactions, the Common Stock is listed on the Nasdaq under the symbol "PNT", and the CUSIP number relating to the Common Stock was changed to 730541 109. Holders of RACA'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 POINT is the successor to RACA.
Item 4.01 Change in Registrant's Certifying Accountant
Dismissal of
Effective upon the Closing, the audit committee of the Board (the "Audit
Committee") approved the dismissal of
The report of Withum on the financial statements of RACA as of
We provided Withum with a copy of the disclosures made pursuant to this Item
4.01 prior to the filing of this Current Report and requested that Withum
furnish a letter addressed to the
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Appointment of
Effective upon the Closing, the Audit Committee appointed
During the year ended
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Definitive Proxy Statement in the section titled "Business Combination Proposal-The Business Combination Agreement," beginning on page 90, which is incorporated herein by reference. Further reference is made to the information set forth under "Introductory Note" above and in the section titled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 to this Current Report, 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.
Appointment and Departure of Directors and Officers
Effective upon the Closing, and in accordance with the terms of the Business
Combination Agreement, each of
The following persons are serving as executive officers and directors of the Company following the Closing. For biographical information concerning such executive officers and directors, see the disclosure in the Definitive Proxy Statement in the section titled "Management of New POINT Following the Business Combination," beginning on page 229, which is incorporated herein by reference.Name Position Dr.Joe McCann , Ph.D. Chief Executive Officer and Class III DirectorAllan C. Silber Executive Chair and Class III DirectorWilliam Demers Chief Financial OfficerMichael Gottlieb Chief Commercial Officer Dr.Neil Fleshner Chief Medical Officer and Class II DirectorJessica Jensen Executive Vice President Clinical Development Dr.Rajesh K. Malik , M.D. Class I DirectorJonathan Ross Goodman Class I DirectorMargaret E. Gilmour Class I DirectorGerald Hogue Class III DirectorDavid C. Lubner Class II Director Dr.Yael Margolin , Ph.D. Class II Director
The information set forth in the section titled "Certain Relationships and Related Person Transactions" in the Definitive Proxy Statement beginning on page 240 is incorporated herein by reference.
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At the Special Meeting, the RACA stockholders considered and approved the
The Company has initially reserved 7,438,527 shares of Common Stock for the
issuance of awards under the Equity Incentive Plan. The Equity Incentive Plan
provides that the number of shares reserved and available for issuance under the
Equity Incentive Plan will automatically increase each
A more complete summary of the terms of the Equity Incentive Plan is set forth in the Definitive Proxy Statement in the section titled "Equity Incentive Plan Proposal" beginning on page 129. That summary and the foregoing description . . .
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 is incorporated herein by reference.
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Item 5.06. Change in Shell Company Status.
As a result of the Transactions, the Company ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section titled "Business Combination Proposal" in the Definitive Proxy Statement beginning on page 90 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Old POINT as of
The unaudited condensed consolidated financial statements of Old POINT as of
The audited financial statements of RACA as of
The unaudited condensed financial statements of RACA as of
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information as of
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(d) Exhibits.
Exhibit
Number Description
2.1+ Business Combination Agreement, dated as of March 15, 2021 , by and
among Therapeutics Acquisition Corp. , Bodhi Merger Sub, Inc. and POINT
Biopharma Inc. (incorporated by reference to Annex A to the Definitive
Proxy Statement filed by the Company on June 9, 2021 ).
3.1* Amended and Restated Certificate of Incorporation of POINT Biopharma
Global Inc.
3.2* Amended and Restated Bylaws of POINT Biopharma Global Inc.
10.1 Form of Subscription Agreement (incorporated by reference to Exhibit
10.2 to the Registration Statement on Form S-4/A filed by the Company on
June 7, 2021 ).
10.2*+ Amended and Restated Registration and Stockholder Rights Agreement,
dated June 30, 2021 , by and among Therapeutics Acquisition Holdings LLC
and the stockholders party thereto.
10.3*† POINT Biopharma Global Inc. 2021 Equity Incentive Plan.
10.4*† Form of Non-Qualified Stock Option Agreement under the POINT Biopharma
Global Inc. 2021 Equity Incentive Plan (Employees).
10.5*† Form of Non-Qualified Stock Option Agreement under the POINT Biopharma
Global Inc. 2021 Equity Incentive Plan (Directors).
10.6*† Form of Restricted Stock Unit Award Agreement under the POINT
Biopharma Global Inc. 2021 Equity Incentive Plan (Employees).
10.7*† Form of Restricted Stock Unit Award Agreement under the POINT
Biopharma Global Inc. 2021 Equity Incentive Plan (Directors)
10.8*† Form of Incentive Stock Option Agreement under the POINT Biopharma
Global Inc. 2021 Equity Incentive Plan.
10.9† Employment Agreement, dated as of April 23, 2020 , by and between POINT
Biopharma Corp. and Allan Silber , as amended March 8, 2021 (incorporated
by reference to Exhibit 10.7 to the Registration Statement on Form S-4/A
filed by the Company on May 3, 2021 ).
10.10† Employment Agreement, dated as of April 23, 2020 , by and between POINT
Biopharma Corp. and Joe McCann , as amended March 8, 2021 (incorporated
by reference to Exhibit 10.8 to the Registration Statement on Form S-4/A
filed by the Company on May 3, 2021 ).
10.11† Employment Agreement, dated as of July 24, 2020 , by and between POINT
Biopharma Corp. and William Demers , as amended March 8, 2021
(incorporated by reference to Exhibit 10.9 to the Registration Statement
on Form S-4/A filed by the Company on May 3, 2021 ).
10.12† Employment Agreement, dated as of April 23, 2020 , by and between POINT
Biopharma Corp. and Michael Gottlieb , as amended March 8, 2021
(incorporated by reference to Exhibit 10.10 to the Registration
Statement on Form S-4/A filed by the Company on May 3, 2021 ).
10.13† Consulting Agreement by and between POINT Biopharma Inc. and Dr. Neil
Fleshner, dated February 22, 2021 (incorporated by reference to Exhibit
10.11 to the Registration Statement on Form S-4 filed by the Company on
March 23, 2021 ).
10.14† Employment Agreement, dated as of July 19, 2020 , by and between POINT
Biopharma USA Inc. and Jessica Jensen (incorporated by reference to
Exhibit 10.13 to the Registration Statement on Form S-4/A filed by the
Company on May 3, 2021 ).
10.15^ Exclusive License and Commercialization Agreement, dated December 16,
2020 , by and between POINT Biopharma Inc. , Canadian Molecular Probe
Consortium , the Centre for Probe Development and Commercialization , and
the University Health Network (incorporated by reference to Exhibit
10.16 to the Registration Statement on Form S-4/A filed by the Company
on May 3, 2021 ).
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10.16 Loan and Security Agreement, dated as of July 10, 2020 , by and between
West 78th Street , LLC and CIBC Bank USA (incorporated by reference to
Exhibit 10.17 to the Registration Statement on Form S-4 filed by the
Company on March 23, 2021 ).
10.17^ Supply Agreement dated July 12, 2020 , by and between POINT Biopharma
Corp. and the Centre for Probe Development and Commercialization
(incorporated by reference to Exhibit 10.19 to the Registration
Statement on Form S-4/A filed by the Company on May 3, 2021 ).
10.18* Form of Indemnification Agreement
16.1* Letter to SEC from WithumSmith+Brown, PC
21.1* List of Subsidiaries
99.1* Unaudited pro forma condensed combined financial information of the
Company as of and for the three months ended March 31, 2021 and for the
year December 31, 2020
* Filed herewith.
+ Schedules and exhibits to this Exhibit omitted pursuant to
Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
request.
† Indicates a management contract or compensatory plan, contract or arrangement.
^ Certain confidential portions (indicated by brackets and asterisks) have been
omitted from this exhibit.
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