UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 12, 2023 |
Cyteir Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40499 | 45-5429901 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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99 Hayden Ave, Building B, Suite 450 | |
Lexington, Massachusetts | | 02421 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 857 285-4140 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, $0.001 par value per share | | CYT | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On October 12, 2023, Cyteir Therapeutics, Inc. (the “Company”) issued a press release announcing the Company’s ongoing results from a dose expansion cohort in its Phase 1 combination study of CYT-0851 with capecitabine in patients with platinum refractory or resistant ovarian cancer in a late-breaker poster titled “Phase 1 Dose Expansion Results of CYT-0851, a Monocarboxylate Transporter (MCT) Inhibitor, in Combination with Capecitabine in Platinum-Resistant Ovarian Cancer” (Poster: LB_A13) at the 2023 AACR-NCI-EORTC International Conference on Molecular Targets and Cancer Therapeutics meeting in Boston, Massachusetts.
Additional Information and Where to Find It
In connection with the proposed complete liquidation and dissolution of the Company, Cyteir filed a preliminary proxy statement regarding the proposed dissolution with the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2023 and intends to file a definitive proxy statement. This Current Report on Form 8-K does not constitute a solicitation of any vote or approval. Cyteir may also file other documents with the SEC regarding the proposed dissolution. This document is not a substitute for the definitive proxy statement or any other document that may be filed by Cyteir with the SEC.
BEFORE MAKING ANY VOTING DECISION, CYTEIR'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY CYTEIR WITH THE SEC IN CONNECTION WITH THE PROPOSED DISSOLUTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED DISSOLUTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED DISSOLUTION.
Any vote in respect of resolutions to be proposed at a Cyteir stockholder meeting to approve the proposed dissolution or related matters, or other responses in relation to the proposed dissolution, should be made only on the basis of the information contained in Cyteir's definitive proxy statement. Stockholders may obtain a free copy of the definitive proxy statement and other documents Cyteir files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. Cyteir makes available free of charge on its investor relations website at investors.cyteir.com copies of materials it files with, or furnishes to, the SEC.
Participants in the Solicitation
Cyteir and certain of its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from Cyteir's stockholders in connection with the proposed dissolution. Security holders may obtain information regarding the names, affiliations and interests of Cyteir's directors and executive officers in Cyteir's Proxy Statement on Schedule 14A, which was filed with the SEC on April 27, 2023. To the extent the holdings of Cyteir's securities by Cyteir's directors and executive officers have changed since the amounts set forth in Cyteir's Proxy Statement on Schedule 14A, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Investors may obtain additional information regarding the interests of participants in the solicitation of proxies from Cyteir's stockholders in connection with the proposed dissolution, which may, in some cases, be different than those of Cyteir's stockholders generally, by reading the definitive proxy statement and other materials that may be filed with the SEC in connection with the proposed dissolution when they become available. These documents (when available) may be obtained free of charge from the SEC's website at www.sec.gov and the investor relations page of the Cyteir's website at investors.cyteir.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | CYTEIR THERAPEUTICS, INC. |
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Date: | October 12, 2023 | By: | /s/ David Gaiero |
| | | Name: David Gaiero
Title: Chief Financial Officer and Treasurer |
