EURO BIOT Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
In connection with the proposed business combination, EBAC and Oculis will host
a joint analyst day on
A copy of the materials that EBAC and Oculis to be presented at the Analyst Day is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 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. In addition, the furnishing of this Item 7.01 of Form 8-K and Exhibit 99.1 will not be deemed an admission that such information includes material information that is not otherwise publicly available.
Forward-Looking Statements
The information in this Current Report includes "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as "estimate," "plan," "project,"
"forecast," "intend," "will," "expect," "anticipate," "believe," "seek,"
"target," "result," "follow," "to be," "extend," "shall," "may" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of financial
and performance metrics, projections of market opportunity and market share,
expectations and timing related to commercial product launches, potential
benefits of the transaction and expectations related to the terms and timing of
the transaction. These statements are based on various assumptions, whether or
not identified in this Current Report, and on the current expectations of
Oculis's and EBAC's management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Oculis and EBAC. These forward-looking statements are
subject to a number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the proposed
business combination, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed business combination or that the approval of the shareholders of Oculis
or EBAC is not obtained; changes to the proposed structure of the proposed
business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the proposed business combination; the risk that the proposed
business combination disrupts current plans and operations of Oculis as a result
of the announcement and consummation of the proposed business combination;
failure to realize the anticipated benefits of the proposed business
combination; risks relating to the uncertainty of the projected financial
information with respect to Oculis; the ability for
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filed, with the
Additional Information About the Proposed Business Combination and Where To Find It
In connection with the proposed business combination, New Parent has filed the
Registration Statement which includes a proxy statement of EBAC and a prospectus
of New Parent, referred to as a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all EBAC's shareholders. Additionally, New
Parent and EBAC will file other relevant materials with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
EBAC, Oculis and certain of their respective directors, executive officers and
other members of management and employees may, under
No Offer or Solicitation
This Current Report is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 EBAC and Oculis AnalystDay Presentation , datedDecember 14, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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