As previously announced, resTORbio, Inc. (“resTORbio”) and Adicet Bio, Inc. (“Adicet”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 28, 2020, by and between resTORbio, Adicet and Project Oasis Merger Sub, Inc., a direct, wholly-owned subsidiary of resTORbio (“Merger Sub”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Adicet will be merged with and into Merger Sub (the “Merger”), with Adicet continuing after the Merger as the surviving company and a wholly-owned subsidiary of resTORbio.
resTORbio has updated its joint investor presentation which provides supplemental information regarding the Merger that resTORbio intends to make available to investors and post on the investor relations portion of its website, which is located at www.resTORbio.com. The presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K, and supersedes in its entirety the joint investor presentation furnished as Exhibit 99.1 to resTORbio’s Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 23, 2020.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the accompanying exhibit contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: the expected structure, timing and completion of the merger, future product development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials and the efficacy of either party’s drug candidates; the potential market opportunities and value of drug candidates; future product development and regulatory strategies, including with respect to specific indications; the combined company’s future financial performance, results of operations or sufficiency of capital resources to fund operating requirements; future Nasdaq listing; expectations regarding the combined company’s focus, operations, resources and development plan; expectations regarding synergies resulting from the Merger; the executive and board structure of the combined company; expectations of the potential impact of the COVID-19 pandemic on resTORbio’s, Adicet’s and the combined company’s strategy and future operations, including ability to access capital or obtain additional financing and ability to conduct, and the timing of, clinical trials; and the potential payment of proceeds pursuant to the CVR Agreement by and between resTORbio, the Holders’ Representative (as defined therein) and the Rights Agent (as defined therein) (as defined in the Merger Agreement). The use of words such as, but not limited to, “believe,” “expect,” “estimate,” “project,” “intend,” “future,” “potential,” “continue,” “may,” “might,” “plan,” “will,” “should,” “seek,” “anticipate,” or “could” and other similar words or expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on resTORbio’s current beliefs, expectations and assumptions regarding the future of resTORbio’s and Adicet’s business, future plans and strategies, clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. There can be no assurance that the parties will be able to complete the Merger on the anticipated terms, or at all.
Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to: (i) risks associated with resTORbio’s ability to obtain the stockholder approval required to consummate the Merger and the timing of the closing of the Merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Merger will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) unanticipated difficulties or expenditures relating to the Merger, the response of business partners and competitors to the announcement of the Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Merger; (iv) the length of time necessary to consummate the Merger may be longer than anticipated; (v) resTORbio’s continued listing on the Nasdaq Global Market until closing of the Merger; (vi) the combined company’s listing on the Nasdaq Global Market after closing of the Merger; (vii) the adequacy of the combined company’s capital to support its future operations and its ability to successfully initiate and complete clinical trials; (viii) the nature, strategy and focus of the combined company; (ix) the difficulty in predicting the time and cost of development of resTORbio’s and Adicet’s product candidates; (x) the executive management and board
