CINCOR PHARMA, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Parent has agreed to cause Purchaser to commence a tender
offer (the "Offer") no later than
The obligation of Purchaser to promptly irrevocably accept for payment, and
promptly thereafter pay for, all Shares validly tendered (and not validly
withdrawn) pursuant to the Offer is subject to satisfaction or waiver of certain
conditions set forth in the Merger Agreement, including (i) there being validly
tendered and not validly withdrawn Shares that, considered together with all
other Shares (if any) beneficially owned by Parent or any of its wholly owned
subsidiaries (but excluding Shares tendered pursuant to guaranteed delivery
procedures that have not yet been received, as defined by Section 251(h)(6) of
the General Corporation Law of the
Following the completion of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the "Merger") pursuant to Section 251(h) of the DGCL, with the Company continuing as the surviving corporation in the Merger. At the effective time of the Merger (the "Effective Time"), by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company, each Share (other than (i) Shares held by the Company (including in the Company's treasury) or any direct or indirect wholly owned subsidiary of the Company, (ii) Shares held by Parent, Purchaser, or any other direct or indirect wholly owned subsidiary of Parent, (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under the DGCL) will be converted into the right to receive an amount equal to the Offer Price, without interest and subject to any withholding of applicable taxes.
Each of the Company's stock options (the "Company Options") that is outstanding as of immediately prior to the Effective Time will, except as specified in the Merger Agreement, accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon the occurrence of, the Effective Time. As of the Effective Time:
(i) Each vested Company Option with an exercise price less than the Closing
Amount (an "In-the-Money Option") that is outstanding and unexercised as
of immediately prior to the Effective Time will be cancelled and
converted into the right to receive, without interest (a) cash in an
amount equal to the product of (1) the total number of Shares subject to
such In-the-Money Option as of immediately prior to the Effective Time
multiplied by (2) the excess of the Closing Amount over the exercise
price payable per Share under such In-the-Money Option, and (b) one CVR
for each Share subject to such In-the-Money Option.
(ii) Each vested Company Option with an exercise price equal to or greater
than the Closing Amount (an "Underwater Option") that is then outstanding
will be cancelled and converted into the right to receive, upon the
occurrence of the Milestone Payment Date (as defined in the CVR
Agreement), an amount in cash equal to the product of (a) the total
number of Shares subject to such Underwater Option immediately prior to
the Effective Time multiplied by (b) the amount, if any, by which (1) the
Closing Amount plus the Milestone Payment exceeds (2) the exercise price
payable per Share under such Underwater Option.
Each of the Company's restricted stock unit awards (the "RSUs") that is outstanding as of immediately prior to the Effective Time will, except as specified in the Merger Agreement, accelerate and become fully vested effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, each vested RSU will be canceled and converted into the right to receive, without interest (i) cash in an amount equal to (a) the total number of Shares issuable in settlement of such RSU immediately prior to the Effective Time multiplied by (b) the Closing Amount, and (ii) one CVR for each Share issuable in settlement of such RSU.
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Each Share issued upon early exercise of a Company Option that is subject to vesting, repurchase or other lapse restrictions (a "Restricted Share") that is outstanding as of immediately prior to the Effective Time, will accelerate and become fully vested effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, each Restricted Share will be treated as a Share in accordance with the terms of the Merger Agreement and receive the Offer Price.
The holder of each of the Company's warrants (the "Warrants") that is outstanding and unexercised as of immediately prior to the Effective Time, at or following the Effective Time, will be entitled to receive an amount in respect of each Share for which such Warrant is exercisable immediately prior to the Effective Time equal to (i) cash in an amount equal to the product of (a) the total number of Shares subject to such Warrant immediately prior to the Effective Time, multiplied by (b) the excess of (1) the Closing Amount over (2) the exercise price payable per Share under such Warrant, and (ii) one CVR . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Compensation Arrangements
As described above, in connection with the execution of the Merger Agreement,
the Company entered into retention agreements with certain employees of the
Company, including executive officer
On
Item 8.01 Other Events.
On
Additional Information and Where to Find It
The Offer referenced in this filing has not yet commenced. This filing is for
information purposes only and is neither an offer to buy nor a solicitation of
an offer to sell any securities of the Company, nor is it a substitute for the
Offer materials that Purchaser is expected to file with the
Once filed, investors will be able to obtain the tender offer statement on
Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of
the Company on Schedule 14D-9 and related materials with respect to the Offer
and the proposed Merger, free of charge at the website of the
Stockholders and Investors are strongly advised to read these documents when
they become available, including the Solicitation/Recommendation Statement of
the Company on Schedule 14D-9 and any amendments thereto, as well as any other
documents relating to the Offer and the proposed Merger that are filed with the
Cautionary Statement Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document constitute forward-looking statements within the meaning of the federal securities laws. Any express or implied statements that do not relate to historical or current facts or matters are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or
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conditions, including, but not limited to statements related to CinCor's
business in general and the timing of completion of the transactions
contemplated by the Merger Agreement by and among CinCor, Purchaser, and Parent,
including the parties' ability to satisfy the conditions to the consummation of
the Offer and the other conditions set forth in the Merger Agreement and the
possibility of any termination of the Merger Agreement. Words such as
"believes," "plans," "anticipates," "projects," "estimates," "expects,"
"intends," "strategy," "future," "opportunity," "may," "will," "should,"
"could," "potential," or similar expressions are intended to identify
forward-looking statements. These forward-looking statements are based on
CinCor's current plans, objectives, estimates, expectations and intentions,
involve assumptions that may never materialize or may prove to be incorrect and
inherently involve significant risks and uncertainties, including factors beyond
CinCor's control, that could cause actual results, performance, or achievement
to differ materially and adversely from those anticipated or implied in the
statements, including, without limitation: uncertainties with respect to the
timing of the Offer and the proposed Merger; uncertainties as to the number of
shares of CinCor's common stock that will be tendered in the Offer; the risk
that competing offers or acquisition proposals will be made; the possibility
that various conditions to the consummation of the Offer or the proposed Merger
may not be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the Offer or
the proposed Merger at all or on acceptable terms or within expected timing; the
risk that stockholder litigation in connection with the Offer or the proposed
Merger may result in significant costs of defense, indemnification and
liability; the effects of disruption from the transactions contemplated by the
Merger Agreement on CinCor's business and the fact that the announcement and
pendency of such transactions may make it more difficult to establish or
maintain relationships with employees and business partners; the possibility
that the Milestone will never be achieved and no milestone payment may be made;
initial, interim, "top-line" and preliminary data from clinical trials announced
or published from time to time may change; success in preclinical studies or
earlier clinical trials may not be indicative of results in future clinical
trials; enrollment and retention of patients in clinical trials could be
delayed; CinCor relies and will rely on third parties to conduct, supervise and
monitor existing clinical trials and potential future clinical trials;
developments from the company's competitors and the marketplace for the
company's products; and business, operations and clinical development timelines
and plans may be adversely affected by the COVID-19 pandemic, geopolitical
events, and macroeconomic conditions, including rising inflation and interest
rates and uncertain credit and financial markets, and matters related thereto;
and other risks and uncertainties affecting the company, including those
described under the caption "Risk Factors" and elsewhere in CinCor's Annual
Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 8, 2023 , by and amongCinCor Pharma, Inc. ,AstraZeneca Finance and Holdings Inc. andCinnamon Acquisition, Inc. 99.1 Press Release ofCinCor Pharma, Inc. , datedJanuary 9, 2023 . 104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
omitted exhibit or schedule to the
the Company may request confidential treatment pursuant to Rule 24b-2 of the
Exchange Act for any schedule so furnished.
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