Item 7.01 Regulation FD Disclosure.
On
On
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated into this Item 7.01 by reference. A copy of the Business
Combination Agreement was attached as Exhibit 2.1 to an Amendment of Form 8-K/A
filed with the
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 8.01 Other Events
The information included under Item 7.01 above is incorporated herein by reference.
Important Information About the Merger and Where to Find It
A full description of the terms of the Business Combination will be provided in
the registration statement on Form S-4 (the "S-4 Registration Statement") to be
filed with the
Participants in the Solicitation
RACA and POINT and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect to the
Business Combination under the rules of the
Forward Looking Statements
This Current Report contains forward-looking statements that are based on
beliefs and assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words: "may,"
"will," "could," "would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue," "ongoing"
or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking statement
contained in this Current Report, we caution you that these statements are based
on a combination of facts and factors currently known by us and our projections
of the future, about which we cannot be certain. Forward-looking statements in
this Current Report include, but are not limited to, statements regarding the
proposed Business Combination, including the timing and structure of the
Business Combination, the proceeds of the Business Combination, the initial
market capitalization of the combined company following the Closing and the
benefits of the Business Combination, as well as statements about the potential
attributes and benefits of POINT's product candidates and the format and timing
of POINT's product development activities and clinical trials. We cannot assure
you that the forward-looking statements in this Current Report will prove to be
accurate. These forward-looking statements are subject to a number of
significant risks and uncertainties that could cause actual results to differ
materially from expected results, including, among others, the ability to
complete the Business Combination due to the failure to obtain approval from
RACA's stockholders or satisfy other closing conditions in the Business
Combination Agreement, the occurrence of any event that could give rise to the
termination of the Business Combination Agreement, the ability to recognize the
anticipated benefits of the Business Combination, the outcome of any legal
proceedings that may be instituted against RACA or POINT following announcement
of the proposed Business Combination and related transactions, the impact of
COVID-19 on POINT's business and/or the ability of the parties to complete the
Business Combination, the ability to obtain or maintain the listing of RACA's
common stock on Nasdaq following the proposed Business Combination, costs
related to the proposed Business Combination, changes in applicable laws or
regulations, the possibility that RACA or POINT may be adversely affected by
other economic, business, and/or competitive factors. and other risks and
uncertainties, including those to be included under the header "Risk Factors" in
the S-4 Registration Statement to be filed by RACA with the
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, datedJune 4, 2021 .
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