HOMOLOGY MEDICINES, INC. : Entering into a Material Definitive Agreement, Completion of Acquisition or Disposal of Assets, Financial Statements and Exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement.
Item 2.01. Completion of acquisition or disposal of assets.
Immediately prior to the closing of the transaction (the “Closing”), Homology and Newco entered into a Contribution Agreement (as previously disclosed in the signing 8-K), pursuant to which Homology assigned and transferred to Newco all assets of Homology that are primarily used in the manufacture of AAV vectors for use in gene therapy or gene editing products, but excluding certain assets related to the manufacture or testing of proprietary AAV vectors of Homology (collectively, the “Transferred Assets”), in exchange for 175,000 common shares in Newco (“Units”) and Newco assumed of Homology, and agreed to pay, perform and discharge upon maturity, of all of Homology’s duties, obligations, liabilities, interests and liabilities of any nature under, arising out of or relating to the Transferred Assets.
Effective from the Closing, Homology sold to OXB, and OXB purchased from Homology, 130,000 units (the “Transferred Units”) in exchange for
The disposition of the Transferred Assets and Transferred Units constituted a disposition of a material amount of assets for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma financial information required by Section 9.01 is included in Exhibit 99.1 to this current report on Form 8-K.
Homology intends to file copies of the Purchase Agreement and Closing Agreements, in some cases with confidential portions redacted, with Homology’s Annual Report on Form 10-K for the fiscal year ended
Disclaimer of Forward-Looking Statements
This current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this current report that do not relate to historical facts should be considered forward-looking statements, including, without limited to statements regarding the collaboration between Homology and Oxford and the operation of Newco. These statements are not promises or guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements. .
expressed or implied by forward-looking statements, including, but not limited to, the following: we may not realize the anticipated benefits of working with Oxford; the impact of the COVID-19 pandemic on our business and operations, including our preclinical studies and clinical trials, and on general economic conditions; we have and expect to continue to incur material losses; our need for additional funding, which may not be available; failure to identify additional product candidates and develop or commercialize marketable products; the first step in our development efforts; potential unforeseen events during clinical trials could cause delays or other adverse consequences; risks relating to the regulatory approval process; our product candidates may cause serious adverse side effects; the inability to maintain our collaborations, or the failure of such collaborations; our reliance on third parties, including for the manufacture of materials for our research programs, preclinical and clinical studies; failure to obtain
Section 9.01. Financial statements and supporting documents.
(b) Pro forma financial information.
The following financial information is included in Exhibit 99.1 to this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:
• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2021. • Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2020and the nine months ended September 30, 2021. (d) Exhibits. Exhibit No. Description 99.1 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2021and Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2020and the nine months ended September 30, 2021104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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