Item 8.01. Other Events.
In connection with the previously announced Business Combination Agreement (the
"Business Combination Agreement") dated
All SCS shareholders of record as of the close of business on
Additional Information and Where to Find It
In connection with the proposed transaction between SCS and
The documents filed by SCS with the
Participants in the Solicitation
SCS and ProKidney and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SCS's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction between ProKidney and SCS are contained in the definitive proxy statement. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or 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, or an exemption therefrom.
Forward-Looking Statements
This communication may contain certain forward-looking statements within the meaning of the federal securities laws, including with respect to the proposed transaction between ProKidney and SCS and the timing of enrollment of ProKidney's clinical trials, availability of clinical data, obtainment of regulatory approvals and manufacturing cost reductions. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of SCS's securities, (ii) the risk that the proposed transaction may not be completed by SCS's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SCS, (iii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the definitive agreement related to the business combination between SCS and ProKidney (the "Business Combination Agreement") by the shareholders of SCS and the satisfaction of the minimum cash
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condition, (iv) the lack of a third-party valuation in determining whether or
not to pursue the proposed transaction, (v) the inability to complete the
private placement entered into in connection with the transaction, (vi) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Business Combination Agreement, (vii) the effect of the
announcement or pendency of the transaction on ProKidney's business
relationships, operating results, and business generally, (viii) risks that the
proposed transaction disrupts current plans and operations of ProKidney and
potential difficulties in ProKidney employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be instituted
against ProKidney or against SCS related to the Business Combination Agreement
or the proposed transaction, (x) the ability to maintain the listing of SCS's
securities on a national securities exchange, (xi) the price of SCS's securities
may be volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which SCS plans to operate or
ProKidney operates, variations in operating performance across competitors,
changes in laws and regulations affecting SCS's or ProKidney's business, and
changes in the combined capital structure, (xii) the ability to implement
business plans, forecasts, and other expectations, including manufacturing cost
reductions, after the completion of the proposed transaction, and identify and
realize additional opportunities, (xiii) the risk of downturns and a changing
regulatory landscape in the highly competitive biotechnology industry, and
(xiv) uncertainties inherent in cell therapy research and development, including
the actual time it takes to initiate and complete clinical studies and the
timing and content of decisions made by regulatory authorities. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the "Risk Factors"
section of SCS's definitive proxy statement on Schedule 14A
(File No. 001-40560), including any amendments and supplemented thereto, filed
with the
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