LUCIRA HEALTH, INC. Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on
On
On
The Purchase Agreement contains customary covenants, including but not limited to: (i) the Buyer will make at-will offers of employment to substantially all Company employees with compensation and benefits that are at substantially similar levels to those provided by the Buyer or its applicable Affiliate (as defined in the Purchase Agreement) to their respective employees who are similarly situated, and the Company will terminate employment of all employees who have accepted an offer with the Buyer effective as of the Closing; and (ii) the Buyer and the Company will enter into a transition services agreement (the "Transition Services Agreement"), to be effective as of the Closing, whereby the Company will agree to provide the Buyer with certain transition assistance services, at Buyer's sole cost and expense, to allow the Buyer to obtain services under the Transition Contracts (as defined in the Purchase Agreement) but in all cases limited to no more than 60 days of transition services following the Closing.
Pursuant to the Purchase Agreement, the Closing shall take place no later than
the third business day following the date on which all conditions to Closing set
forth in Article IX and Article X of the Purchase Agreement have been satisfied
or waived in accordance with their terms or at such other time or place as the
Company and Buyer may mutually agree in writing. At the Closing, Buyer will
deliver to the Company the cash payment equal to
Prior to the Closing, the Purchase Agreement may be terminated, subject to
certain exceptions, for a number of reasons which, among others, include: (i) by
mutual written consent of the parties; (ii) subject to the right to cure, for
breach by either party of any covenant, representation, undertaking or warranty;
and (iii) by either party if the Closing shall not have occurred on or before
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The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding the terms of the Purchase Agreement. They are not intended to provide any other factual information about Buyer. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of the specific date therein, were solely for the benefit of the parties to the Purchase Agreement and may be subject to important limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or its subsidiaries. Moreover, information concerning the subject matter of such representations, warranties and covenants may change after the date of the Purchase Agreement containing them, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Cautionary Note Regarding Trading in the Company's Securities and the Asset Sale
The Company cautions that trading in the Company's securities during the pendency of the Case is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's securities in the Case. Furthermore, the Company entering into the Purchase Agreement is not a guarantee of a successful sale and Closing. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, about the
Company that involve substantial risks and uncertainties. All statements other
than statements of historical facts contained in this Current Report on Form 8-K
are forward-looking statements. In some cases, you can identify forward-looking
statements because they contain words such as "shall," "may," or "will" or the
negative of these words or other similar terms or expressions. Forward-looking
statements in this Current Report on Form 8-K include, but are not limited to,
that the Buyer will make at-will offers of employment to substantially all
Company employees with compensation and benefits that are at substantially
similar levels to those provided by the Buyer or its applicable Affiliate, the
Company will terminate employment of all employees who have accepted an offer
with the Buyer effective as of the Closing, the Buyer and the Company will
negotiate to enter into a transition services agreement under the terms and
conditions described therein, the anticipated Closing date, the anticipated
delivery of consideration and handling of the Deposit at Closing, the Closing
conditions taking place, the conditions for terminating the Purchase Agreement,
and statements about actual recovery, if any, by holders of the Company's
securities in the Case. The forward-looking statements in this Current Report on
Form 8-K are only predictions. The Company has based these forward-looking
statements largely on its current expectations and projections about future
events and financial trends that it believes may affect its business, financial
condition and results of operations. Forward-looking statements involve known
and unknown risks, uncertainties and other important factors that may cause its
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements, including the important factors discussed in the
sections entitled "Risk Factors" of the Company's Quarterly Report on Form 10-Q
for the quarter ended
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all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Asset Purchase Agreement, datedApril 12, 2023 , by and betweenLucira Health, Inc. and Pfizer Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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