Item 1.01 Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"): (i) each share of Yumanity common stock outstanding immediately prior to the Effective Time (excluding shares held by PTI, Merger Sub or Yumanity and dissenting shares) will be converted solely into the right to receive a number of shares of PTI's common stock (the "Shares") equal to the exchange ratio described below, (ii) each outstanding Yumanity stock option will be assumed by PTI, and (iii) each outstanding Yumanity warrant will be assumed by PTI.
Under the exchange ratio formula in the Merger Agreement, the former Yumanity stockholders immediately before the Merger are expected to own approximately 67.5% of the outstanding capital stock of PTI, and the stockholders of PTI immediately before the Merger are expected to own approximately 32.5% of the outstanding capital stock of PTI, subject to certain assumptions. The exchange ratio formula is based on the fully diluted capitalization of the parties as of closing and includes Yumanity's outstanding stock options and warrants and PTI's outstanding stock options and restricted stock units.
Under certain circumstances further described in the Merger Agreement, the
ownership percentages may be adjusted upward or downward based on whether PTI
has net cash above or below
Following the Closing,
The Merger Agreement contains customary representations, warranties and covenants made by PTI and Yumanity, including covenants relating to obtaining the requisite approvals of the stockholders of PTI and Yumanity, indemnification of directors and officers, PTI's and Yumanity's conduct of their respective businesses between the date of signing of the Merger Agreement and the Closing.
In connection with the Merger, PTI will prepare and file with the
(i) the issuance of the Shares to Yumanity's stockholders and the change of
control of PTI resulting from the Merger pursuant to the Nasdaq rules;
(ii) the amendment of PTI's certificate of incorporation to effect a reverse
stock split of all outstanding shares of PTI's common stock at a reverse stock split ratio in a range mutually agreed to by PTI and Yumanity;
(iii) on a non-binding advisory vote basis, compensation that will or may . . .
Item 2.05 Costs Associated with Exit or Disposal Activities.
On
As a result of the workforce reduction and the prior termination of employees
earlier in the second quarter of 2020, PTI estimates that it will incur
cumulative severance-related charges of approximately
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below 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.
As part of the workforce reduction described in Item 2.05,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Bylaws, as so amended and restated on
Item 8.01 Other Events.
On
PTI and Yumanity also hosted a joint conference call on
The information in this Item 8.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
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Forward Looking Statements
This Current Report on Form 8-K and the exhibits furnished herewith contain
forward-looking statements based upon PTI's and Yumanity's current expectations.
Forward-looking statements involve risks and uncertainties, and include, but are
not limited to, statements about the structure, timing and completion of the
proposed Merger; the combined company's listing on Nasdaq after closing of the
proposed Merger; the possibility that any grant, sale or transfer of the CF
Assets will occur during the term of the CVR Agreement and that the conditions
to payment under the CVRs will be met; expectations regarding the ownership
structure of the combined company; the expected executive officers and directors
of the combined company; each company's and the combined company's expected cash
position at the closing of the proposed Merger; the future operations of the
combined company, including with respect to the continued development of the CF
Assets; the nature, strategy and focus of the combined company; the development
and commercial potential and potential benefits of any product candidates of the
combined company; the executive and board structure of the combined company; the
location of the combined company's corporate headquarters; anticipated
preclinical and clinical drug development activities and related timelines,
including the expected timing for data and other clinical and preclinical
results; Yumanity having sufficient resources to advance its pipeline; the
expected charges and related cash expenditures that PTI expects to incur and not
to incur in connection with the workforce reduction reported herein; and other
statements that are not historical fact. Actual results and the timing of events
could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without
limitation: (i) the risk that the conditions to the closing of the proposed
Merger are not satisfied, including the failure to timely obtain stockholder
approval for the transaction, if at all; (ii) uncertainties as to the timing of
the consummation of the proposed Merger and the ability of each of PTI and
Yumanity to consummate the proposed Merger; (iii) risks related to PTI's ability
to manage its operating expenses and its expenses associated with the proposed
Merger pending closing; (iv) risks related to the failure or delay in obtaining
required approvals from any governmental or quasi-governmental entity necessary
to consummate the proposed Merger; (v) the risk that as a result of adjustments
to the exchange ratio, PTI stockholders and Yumanity stockholders could own more
or less of the combined company than is currently anticipated; (vi) risks
related to the market price of PTI's common stock relative to the exchange
ratio; (vii) unexpected costs, charges or expenses resulting from the
transaction; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
Merger; (ix) the uncertainties associated with the clinical development and
regulatory approval of product candidates such as YTX-7739, including potential
delays in the commencement, enrollment and completion of clinical trials;
(x) risks related to the inability of the combined company to obtain sufficient
additional capital to continue to advance these product candidates and its
preclinical programs, including the CF Assets and Yumanity's programs focused on
Lewy body dementia, amyotrophic lateral sclerosis, and Alzheimer's disease;
(xi) uncertainties in obtaining successful clinical results for product
candidates and unexpected costs that may result therefrom; (xii) risks related
to the failure to realize any value from product candidates and preclinical
programs being developed and anticipated to be developed in light of inherent
risks and difficulties involved in successfully bringing product candidates to
market; (xiii) the risk that the conditions to payment under the CVRs will be
not be met and that the CVRs may otherwise never deliver any value to PTI's
stockholders; (xiv) risks associated with the possible failure to realize
certain anticipated benefits of the proposed Merger, including with respect to
future financial and operating results; and (xv) risks related to the impact of
the workforce reduction reported herein on PTI's business and unanticipated
charges not currently contemplated that may occur as a result of the workforce
reduction, including that the workforce reduction charges, costs and
expenditures may be greater than currently anticipated. Actual results and the
timing of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties. These
and other risks and uncertainties are more fully described in periodic filings
with the
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Additional Information about the Proposed Merger and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed transaction between
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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.
Participants in the Solicitation
PTI and its directors and executive officers, Holdings and its directors and
executive officers, and Yumanity and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of PTI in connection with the proposed transaction. Information about the
executive officers and directors of PTI is set forth in PTI's Definitive Proxy
Statement on Schedule 14A relating to the 2020 Annual Meeting of Stockholders,
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger and Reorganization, datedAugust 22, 2020 , by and among PTI, Yumanity, Holdings and Merger Sub. 2.2* Form of CVR Agreement by and between PTI and the CVR Rep. 2.3 Form of PTI Support Agreement, datedAugust 22, 2020 , by and between Yumanity, PTI and each of the parties named in each agreement therein. 2.4 Form of Yumanity Support Agreement, datedAugust 22, 2020 , by and between PTI, Yumanity and each of the parties named in each agreement therein. 2.5 Form of PTI Lock-Up Agreement, datedAugust 22, 2020 , by each of the parties named in each agreement therein. 2.6 Form of Yumanity Lock-Up Agreement, datedAugust 22, 2020 , by each of the parties named in each agreement therein. 3.1 Third Amended and Restated Bylaws of PTI, as amended onAugust 20, 2020 .
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Exhibit No. Description 99.1 Joint Press Release of PTI and Yumanity, datedAugust 24, 2020 . 99.2 Presentation Slides datedAugust 24, 2020 . 99.3 Conference Call Transcript datedAugust 24, 2020 . * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to theSEC upon request.
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