Item 7.01. Regulation FD Disclosure.
On
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of Aerpio under the Securities Act.
Additional Information About the Proposed Transaction for Investors and Shareholders
This communication relates to the proposed transaction involving Aerpio and Aadi
and may be deemed to be solicitation material in respect of the proposed
transaction. In connection with the proposed transaction between Aerpio and
Aadi, Aerpio will file a Proxy Statement with the
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.
Participants in the Solicitation
Aerpio, Aadi and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the stockholders of
Aerpio in connection with the proposed transaction. Information about Aerpio's
directors and executive officers is set forth in Aerpio's Annual Report on Form
10-K for the year ended
Forward Looking Statements
This communication contains "forward-looking statements" based upon Aerpio's and Aadi'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 transaction. Actual results and the timing of events may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation: (i) risks associated with Aerpio's ability to obtain the stockholder approval required to consummate the proposed transaction or to complete the PIPE financing, and the timing of the closing of the
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proposed 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 transaction, including the PIPE financing, will not occur (ii) the
response of Aerpio's stockholders to the proposed transaction; (iii) risks
related to Aerpio's ability to manage its operating expenses and its expenses
associated with the proposed transaction 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 transaction;
(v) the risk that as a result of adjustments to the exchange ratio, Aerpio
stockholders and Aadi stockholders could own more or less of the combined
company than is currently anticipated; (vi) risks related to the market price of
Aerpio's common stock relative to the exchange ratio; (vii) unexpected costs,
charges, expenditures or expenses resulting from the proposed transaction;
(viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction;
(ix) Aerpio's ability to retain personnel as a result of the announcement or
completion of the proposed transaction; and (x) risks associated with the
possible failure to realize certain anticipated benefits of the proposed
transaction, including with respect to future financial and operating results
and (xi) the risk that any potential payment of proceeds pursuant to the CVR
Agreement may not be distributed at all or result in any value to Aerpio
stockholders. Actual results and the timing of events may 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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release issued byAerpio Pharmaceuticals, Inc. onJune 4, 2021 furnished herewith.
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