Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Senti.
Consideration and Structure
Under the Business Combination Agreement, the Company will acquire all of the
outstanding equity interests of Senti in exchange for shares of the Company's
Class A common stock, par value
Pursuant to the Business Combination Agreement, at or prior to the effective time of the Merger, each option exercisable for Senti equity that is outstanding immediately prior to the effective time of the Merger shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to exercise price and number of shares of Class A Common Stock issued upon exercise.
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Senti, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Business Combination Agreement will terminate at Closing, except for those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary to consummate and expeditiously implement the Merger.
Conditions to Closing
Under the Business Combination Agreement, the obligations of the parties to
consummate the Merger are subject to the satisfaction or waiver of certain
customary closing conditions of the respective parties, including, without
limitation: (i) the approval and adoption of the Business Combination Agreement
and transactions contemplated thereby by requisite vote of the Company's
stockholders (the "Company Stockholder Approval") and Senti's stockholders (the
"Senti Stockholder Approval"); (ii) the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended; (iii) the absence of a Company Material Adverse Effect or
DYNS Material Adverse Effect (each, as defined in the Business Combination
Agreement) since the date of the Business Combination Agreement that is
continuing; (iv) after giving effect to the transactions contemplated by the
Business Combination Agreement, the Company has net tangible assets of at least
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Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (i) by the Company or Senti, if (a) the Closing has not occurred by six months from signing (except that such date shall be extended to 9 months from signing in the event the conditions to the Merger have generally been satisfied other than the S-4 Registration Statement becoming effective and such other conditions that by their nature are to be satisfied at the Closing) and (b) a breach of the covenants or obligations of the other party (Senti, on one hand, or the Company or Merger Sub, on the other hand) seeking to terminate the Business Combination Agreement did not proximately cause the failure to consummate the Merger; (ii) by the Company or Senti, in the event an applicable governmental, regulatory or administrative authority has issued a final and non-appealable order having the effect of permanently restraining, enjoining or . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Company's Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement and the Subscription Agreements is incorporated by reference herein. The Class A Common Stock issuable pursuant to the Subscription Agreements will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto is the investor presentation that will be used by the Company in connection with the Merger.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Merger and Where to Find It
A full description of the terms of the Merger will be provided in the S-4
Registration Statement to be filed with the
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Participants in the Solicitation
The Company and Senti and their respective directors and executive officers may
be considered participants in the solicitation of proxies with respect to the
proposed Merger described in this Current Report on Form 8-K under the rules of
the
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 Merger, including the timing and structure of the Merger, the proceeds
of the Merger, the initial market capitalization of the combined company
following the Closing and the benefits of the Merger, as well as statements
about the potential attributes and benefits of Senti's product candidates and
the format and timing of Senti's 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 Merger due to the failure to obtain approval from the
Company's stockholders or satisfy other closing conditions in the Business
Combination Agreement, the occurrence of any event that could give rise to the
termination of the Business Combination Agreement, the ability to recognize the
anticipated benefits of the Merger, the outcome of any legal proceedings that
may be instituted against the Company or Senti following announcement of the
proposed Merger and related transactions, the impact of COVID-19 on Senti's
business and/or the ability of the parties to complete the Merger, the ability
to obtain or maintain the listing of the Company's Class A Common Stock on
Nasdaq following the proposed Merger, costs related to the proposed Merger,
changes in applicable laws or regulations, the possibility that the Company or
Senti may be adversely affected by other economic, business, and/or competitive
factors and other risks and uncertainties, including those to be included under
the header "Risk Factors" in the S-4 Registration Statement to be 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 Merger 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 such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1† Business Combination Agreement, dated as ofDecember 19, 2021 , by and amongDynamics Special Purpose Corp. ,Explore Merger Sub, Inc. andSenti Biosciences, Inc. 10.1 Form of Subscription Agreement 10.2 Form of Non-Redemption Agreement 99.1 Press Release, datedDecember 20, 2021 99.2 Investor Presentation, datedDecember 20, 2021 99.3Dynamics Special Purpose Corp. Business Combination with SentiBiosciences, Inc. Investor Conference Call ScriptDecember 19, 2021
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request. 8
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