Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2. of Form 8-K, the information contained in Item 7.01 and the exhibits attached hereto, shall not be deemed "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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, 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 discusses the proposed merger transaction pursuant to the
terms of the Merger Agreement. In connection with the proposed merger
transaction, Aytu is expected to file with the
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION.
You may obtain a free copy of the joint proxy statement/prospectus and other
relevant documents (if and when they become available) filed by Aytu or Neos
with the
Certain Information Regarding Participants
Neos and Aytu 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 Neos' executive officers and directors in Neos'
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 of 1933, as amended (the "Securities Act") and otherwise in accordance with applicable law.
2
Cautionary Statement Regarding Forward-Looking Statements
This communication and other related materials contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and other federal securities laws, including, but not limited to,
statements concerning: 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; the
ability of Neos to successfully commercialize Adzenys XR-ODT®, Cotempla XR-ODT®,
Adzenys ER® (the "Approved ADHD Products") and its generic Tussionex®; its
ability to successfully advance its pipeline of product candidates, including
licensed product candidates; its ability to maintain and protect its
intellectual property; the outcome or success of its clinical trials; the rate
and degree of market acceptance of its products; and its ability to develop
sales and marketing capabilities. In some cases, you can identify
forward-looking statements by terms such as "may," "will," "should," "expect,"
"plan," "aim," "anticipate," "could," "intend," "target," "project,"
"contemplate," "believe," "estimate," "predict," "potential" or "continue" or
the negative of these terms or other similar expressions. The forward-looking
statements of this communication are only predictions and are subject to a
number of risks, uncertainties and assumptions, including, without limitation,
(i) the outcome of any legal proceedings that may be instituted against the
companies related to the proposed merger transaction; (ii) 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;
(iii) 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; (iv)
the impact of COVID-19 on prescriptions for the Neos' products and on its
business, revenues, results of operations and financial condition; (v) Neos'
commercialization strategy for the Approved ADHD Products and other products
that may be approved; (vi) the timing of any such approval; (vii) Neos' ability
to market and sell the Approved ADHD Products and any other products that may be
approved; (viii) Neos' ability to successfully compete in the market for
medications indicated for ADHD; (ix) the manufacture of the Approved ADHD
Products or Neos' other product candidates; (x) the therapeutic potential of the
Approved ADHD Products or Neos' other product candidates; (xi) our ability to
initiate and complete trials for NT0502; and (xii) other risks set forth under
the caption "Risk Factors" in Neos' most recent Annual Report on Form 10-K, as
updated by Neos' most recent Quarterly Report on Form 10-Q, and its other
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 3 Exhibit Number Description 99.1 Investor Presentation datedJanuary 11, 2021 99.2 Investor Presentation Script 104 Cover page Interactive Data File (embedded within the Inline XBRL document) 4
© Edgar Online, source