On January 25, 2024, Aligos Therapeutics, Inc. (the “Company”) announced that certain eligible employees of the Company and its affiliates and the members of the Company’s board of directors (the “Board”), will be invited to participate in a voluntary, one-time opportunity to exchange certain outstanding options for replacement options (the “Replacement Options”) pursuant to an option exchange program (the “Option Exchange Program”). Options eligible for exchange (the “Eligible Options”) are those options that (i) were granted under the Company’s 2020 Incentive Award Plan; (ii) are held by an employee or director of Aligos or its subsidiaries resident in the United States or Switzerland as of the replacement option grant date; and (iii) have an exercise price equal to or greater than $2.10.
Eligible participants will be permitted to exchange Eligible Options for Replacement Options covering a lesser number of shares, calculated in accordance with specified exchange ratios, and subject to a new vesting schedule. The criteria for eligible participants and other terms of the Option Exchange Program are still being finalized and are subject to approval by the Board, and will be announced in a Tender Offer Statement on Schedule TO in connection with the commencement of the Option Exchange Program.
Attached as Exhibit 99.1 and incorporated by reference herein is an email communication regarding the proposed Option Exchange Program that was sent to Company employees on January 25, 2024. The communication does not constitute an offer to holders of the Company’s outstanding stock options to exchange those stock options for Replacement Options.
The Option Exchange Program has not yet commenced and will only be made pursuant to the terms and conditions set forth in the Tender Offer Statement on Schedule TO, including the Offer to Exchange, and other related materials filed with the Securities and Exchange Commission and sent to eligible participants. At the time the Option Exchange Program begins, the Company will provide eligible participants with written materials explaining the terms of the Option Exchange Program. Eligible participants should read these written materials carefully when they become available because they will contain important information about the Option Exchange Program. The Company will also file these written materials with the SEC as part of a Tender Offer Statement upon commencement of the Option Exchange Program. These materials will be available free of charge at www.sec.gov or by contacting the Company’s Corporate Secretary at One Corporate Dr., 2nd Floor, South San Francisco, CA 94080.
This filing and the exhibits incorporated by reference herein include forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the Company’s expectations regarding the Option Exchange Program and the terms, conditions and scope thereof. Forward-looking statements are subject to known and unknown risks and uncertainties. All information provided herein is as of the date hereof, and we undertake no duty to update this information unless required by law.
| | Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
