Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on
On
As a result of the termination of the Merger Agreement, the Merger Agreement will be of no further force and effect, and certain Transaction Agreements (as defined in the Merger Agreement) entered into in connection with the Merger Agreement, including but not limited to, the Subscription Agreements, will also automatically either be terminated in accordance with their terms or be of no further force and effect.
The foregoing descriptions of the Merger Agreement and the Termination Agreement
do not purport to be complete and are qualified in their entirety by the terms
and conditions of the full text of the Merger Agreement, which was previously
filed as Exhibit 2.1 to the Current Report on Form 8-K with the
Item 8.01 Other Events.
On
As previously disclosed in BAC's definitive proxy statement, filed with the
As required by
1
Special Note Regarding Forward-Looking Statements
Certain statements included in this press release that are not historical facts
but rather are forward-looking statements. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts of other performance metrics and projections
of market opportunity. These statements are based on various assumptions,
whether or not identified in this press release, and on the current expectations
of BAC's and Blade's respective management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of BAC and Blade. Some important factors
that could cause actual results to differ materially from those in any
forward-looking statements could include changes in domestic and foreign
business, market, financial, political and legal conditions. These
forward-looking statements are subject to a number of risks and uncertainties,
including, BAC's or Blade's ability to execute its respective business plans and
strategy; the ability to protect and enhance Blade's respective corporate
reputation and brand; the impact from future regulatory, judicial, and
legislative changes in Blade's industry; the timing, costs, conduct, and outcome
of clinical trials and future preclinical studies and clinical trials, including
the timing of the initiation and availability of data from such trials; the
timing and likelihood of regulatory filings and approvals for product
candidates; whether regulatory authorities determine that additional trials or
data are necessary in order to obtain approval; the potential market size and
the size of the patient populations for product candidates, if approved for
commercial use, and the market opportunities for product candidates; the ability
to locate and acquire complementary products or product candidates and integrate
those into Blade's business; and, the uncertain effects of the COVID-19
pandemic; and those factors set forth in documents of BAC filed, or to be filed,
with
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither BAC nor Blade presently know or that BAC and Blade currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect BAC's and Blade's current expectations, plans and forecasts of future events and views as of the date of this press release. BAC and Blade anticipate that subsequent events and developments will cause BAC's and Blade's assessments to change. However, while BAC and Blade may elect to update these forward-looking statements at some point in the future, BAC and Blade specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing BAC's or Blade's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibits 10.1 Termination and Release Agreement, dated as ofJune 10, 2022 , by and amongBiotech Acquisition Company ,Blade Merger Subsidiary, Inc. ,Blade Therapeutics, Inc. ,Biotech Sponsor LLC , in the capacity as the Acquiror Representative thereunder, and Jean-Frédéric Viret, in the capacity as the Blade Representative thereunder . 99.1 Press Release, datedJune 13, 2022 . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) 2
© Edgar Online, source