NEOS THERAPEUTICS, INC. Item 7.01 Regulation FD Disclosure.
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The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such a filing.
Additional Information about the Proposed Merger Transaction and Where to Find It
This communication relates to the proposed merger transaction pursuant to the
terms of the Agreement and Plan of Merger, dated as of
Certain Information Regarding Participants
Aytu and Neos and their respective directors, executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger transaction. You can
find information about Aytu's executive officers and directors in Aytu's
definitive proxy statement filed with the
No Offer or Solicitation
This communication does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor a solicitation of any vote or approval with respect to the proposed merger transaction or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements within the meaning of
Section 27A of the Securities Act or the Exchange Act. All statements other than
statements of historical facts contained in this communication, are
forward-looking statements. Forward-looking statements are generally written in
the future tense and/or are preceded by words such as ''may,'' ''will,''
''should,'' ''forecast,'' ''could,'' ''expect,'' ''suggest,'' ''believe,''
''estimate,'' ''continue,'' ''anticipate,'' ''intend,'' ''plan,'' or similar
words, or the negatives of such terms or other variations on such terms or
comparable terminology. All statements other than statements of historical facts
contained in this communication, are forward-looking statements, including but
not limited to any statements regarding the expected timetable for completing
the proposed merger transaction, the results, effects, benefits and synergies of
the proposed merger transaction, future, opportunities for the combined company,
future financial performance and condition, the executive and board structure of
Aytu, guidance and any other statements regarding Aytu's or Neos' future
expectations, beliefs plans, objectives, financial conditions, assumptions or
future events or performance. These statements are just predictions and are
subject to risks and uncertainties that could cause the actual events or results
to differ materially. These risks and uncertainties include, among others: the
outcome of any legal proceedings that may be instituted against the companies
and others related to the proposed merger transaction; unanticipated
difficulties or expenditures relating to the proposed merger transaction, the
response of business partners and competitors to the announcement of the
proposed merger transaction, and/or potential difficulties in employee retention
as a result of the announcement and pendency of the proposed merger transaction;
the availability and terms of financing and capital and the general volatility
of securities markets; the diversion of management time on transaction-related
issues, the ultimate timing, outcome and results of integrating the operations
of Aytu and Neos, the effects of the business combination of Aytu and Neos,
including the combined company's future financial condition, results of
operations, strategy and plans, the ability of the combined company to realize
anticipated synergies in the timeframe expected or at all, changes in capital
markets and the ability of the combined company to finance operations in the
manner expected, risks relating to gaining market acceptance of our products,
obtaining reimbursement by third-party payors, the potential future
commercialization of the combined company's product candidates, the anticipated
start dates, durations and completion dates, as well as the potential future
results, of the combined company's ongoing and future clinical trials, the
anticipated designs of the combined company's future clinical trials,
anticipated future regulatory submissions and events, the combined company's
anticipated future cash position and future events under current and potential
future collaboration. Risks associated with the companies' ability to obtain the
stockholder approvals required to consummate the proposed merger transaction and
the timing of the closing of the proposed merger transaction, including the
risks that a condition to closing would not be satisfied within the expected
timeframe or at all or that the closing of the proposed merger transaction will
not occur; and those additional risks and factors discussed in reports filed
with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Joint Press Release issued byNeos Therapeutics, Inc. and Aytu Bioscience Inc. onDecember 10, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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