Item 3.02 Unregistered Sales of
As previously disclosed on
In connection with the Forced Conversion, on or about
The Company will not receive any consideration in connection with the Forced Conversion. The issuance of shares in the conversion will be exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 3(a)(9) thereof.
Additional Information and Where to Find It
In connection with the Contemplated Transactions, Apollo intends to file with
the
Participants in the Solicitation
Apollo and its directors and executive officers may be deemed participants in
the solicitation of proxies from the stockholders of Apollo in connection with
the Contemplated Transactions and any other matters to be voted on at the
special meeting. Information regarding the names, affiliations and interests of
such directors and executive officers will be included in the preliminary and
definitive proxy statements (when available). Additional information regarding
such directors and executive officers is included in Apollo's definitive proxy
statement on Schedule 14A for the 2022 Annual Meeting of the Stockholders, which
was filed with the
Information regarding the persons who may, under
Legal Notice Regarding Forward-Looking Statements
This report, including exhibits attached thereto, contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this report, including statements regarding the Contemplated Transactions (as defined below), are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," or "would," or the negative of these words or other similar terms or expressions.
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Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Forward-looking
statements represent our current beliefs, estimates and assumptions only as of
the date of this report and information contained in this report should not be
relied upon as representing our estimates as of any subsequent date. These
statements, and related risks, uncertainties, factors and assumptions, include,
but are not limited to: the ability of the parties to consummate the
Contemplated Transactions in a timely manner or at all; the satisfaction (or
waiver) of closing conditions to the consummation of the Contemplated
Transactions, including with respect to the approval of Apollo's stockholders;
potential delays in consummating the Contemplated Transactions; the occurrence
of any event, change or other circumstance or condition that could give rise to
the termination of the Merger Agreement; the effect of the announcement or
pendency of the Contemplated Transactions on Apollo's business relationships,
operating results and business generally; costs related to the Contemplated
Transactions; the outcome of any legal proceedings that may be instituted
against Apollo or its directors or officers related to the Merger Agreement or
the Contemplated Transactions; the effects of the COVID-19 pandemic, including
any new outbreaks and emerging variant strains of the virus, and related
self-isolation and quarantine measures on Apollo's business, revenue, future
growth and results of operations; Apollo's strategic plan; Apollo's financial
outlook; Apollo's focus areas for investment and its investments; the effect of
inflationary and/or recessionary pressure as well as macroeconomic uncertainty;
foreign exchange fluctuations; reports of adverse events related to Apollo's
products; outcomes of clinical studies related to Apollo's products; regulatory
approvals and extensive regulatory oversight by the FDA or other regulatory
authorities; unfavorable media coverage related to Apollo's products or related
procedures; coverage and reimbursement decisions by private or government
payors; Apollo's ability to support the adoption of its products and broaden its
product portfolio; the potential size of Apollo's addressable markets; the
execution of Apollo's gross margin improvement projects; global supply chain
constraints; announcements by Apollo; Apollo's competitors of business or
strategic developments; and Apollo's overall business trajectory. These risks
are not exhaustive. Except as required by law, we assume no obligation to update
these forward-looking statements, or to update the reasons actual results could
differ materially from those anticipated in the forward-looking statements, even
if new information becomes available in the future. Further information on
factors that could cause actual results to differ materially from the results
anticipated by Apollo's forward-looking statements is included in the reports
Apollo has filed or will file with the
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