Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On
The Amendment amends the Yumanity closing condition in the Merger Agreement
regarding the minimum PTI Net Cash (as defined in the Merger Agreement) that PTI
must have at the closing of the Merger by reducing it from
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended) concerning
PTI, Yumanity and the proposed merger. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current beliefs of the
management of PTI, as well as assumptions made by, and information currently
available to, management. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as "may," "will," "should,"
"would," "expect," "anticipate," "plan," "likely," "believe," "estimate,"
"project," "intend," and other similar expressions. Statements that are not
historical facts are forward-looking statements. Forward-looking statements are
based on current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual results could
differ materially from those contained in any forward-looking statement as a
result of various factors, including, without limitation: the risk that the
conditions to the closing of the proposed merger are not satisfied, including
the failure to obtain stockholder approval for the proposed merger in a timely
manner or at all; uncertainties as to the timing of the consummation of the
proposed merger and the ability of each of PTI and Yumanity to consummate the
merger; risks related to PTI's ability to correctly estimate and manage its
operating expenses and its expenses associated with the proposed merger pending
closing; risks related to PTI's continued listing on the Nasdaq Global Market
until closing of the proposed merger; risks related to the failure or delay in
obtaining required approvals from any governmental or quasi-governmental entity
necessary to consummate the proposed merger; the risk that as a result of
adjustments to the exchange ratio, PTI stockholders or Yumanity stockholders
could own more or less of the combined company than is currently anticipated;
risks related to the market price of PTI Common Stock relative to the exchange
ratio; the risk that the conditions to payment under the contingent value rights
will be not be met and that the contingent value rights may otherwise never
deliver any value to PTI stockholders; risks associated with the possible
failure to realize certain anticipated benefits of the proposed merger,
including with respect to future financial and operating results; the ability of
PTI or Yumanity to protect their respective intellectual property rights;
competitive responses to the merger and changes in expected or existing
competition; unexpected costs, charges or expenses resulting from the proposed
merger; potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed merger; the
success and timing of regulatory submissions and pre-clinical and clinical
trials; regulatory requirements or developments; changes to clinical trial
designs and regulatory pathways; changes in capital resource requirements; risks
related to the inability of the combined company to obtain sufficient additional
capital to continue to advance its product candidates and its preclinical
programs; and legislative, regulatory, political and economic developments.
These and other risks and uncertainties are more fully described in periodic
filings with the
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publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
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
Non-Solicitation
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 and Yumanity is included in the proxy
statement/prospectus/information statement referred to above. Additional
information regarding the directors and executive officers 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 First Amendment to Merger Agreement, datedNovember 6, 2020 , by and among PTI, Yumanity, Holdings and Merger Sub.
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