Item 7.01 Regulation FD Disclosure.
This Current Report on Form 8-K (this "Current Report") is being furnished by
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.
Important Information About the Business Combination and Where to Find It
In connection with the merger agreement, dated
Participants in the Solicitation
The Company and Pardes and their respective directors and executive officers may
be considered participants in the solicitation of proxies with respect to the
proposed business combination described in this Current Report under the rules
of the
1 Forward-Looking Statements
This Current Report contains forward-looking statements that are based on
beliefs and assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words: "may,"
"will," "could," "would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue," "ongoing"
or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking statement
contained in this Current Report, we caution you that these statements are based
on a combination of facts and factors currently known by us and our projections
of the future, about which we cannot be certain. Forward-looking statements in
this Current Report include, but are not limited to, statements regarding the
proposed business combination, including the timing and structure of the
business combination, the proceeds of the business combination, the initial
market capitalization of New Pardes and the benefits of the business
combination, as well as statements about the potential attributes and benefits
of Pardes' product candidates and the format and timing of Pardes' product
development activities and clinical trials. We cannot assure you that the
forward-looking statements in this Current Report will prove to be accurate.
These forward-looking statements are subject to a number of significant risks
and uncertainties that could cause actual results to differ materially from
expected results, including, among others, the ability to complete the business
combination due to the failure to obtain approval from the Company's
shareholders or satisfy other closing conditions in the Merger Agreement, the
occurrence of any event that could give rise to the termination of the Merger
Agreement, the ability to recognize the anticipated benefits of the business
combination, the outcome of any legal proceedings that may be instituted against
the Company or Pardes, development of competing therapeutic treatments for
COVID-19 on Pardes' business and/or the ability of the parties to complete the
business combination, the ability to obtain or maintain the listing of the
Company's common stock on Nasdaq following the proposed business combination,
costs related to the proposed business combination, changes in applicable laws
or regulations, the possibility that the Company or Pardes may be adversely
affected by other economic, business, and/or competitive factors, and other
risks and uncertainties, including those included under the header "Risk
Factors" in the registration statement on Form S-4 filed by the Company with the
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Investor Presentation, datedNovember 18, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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