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
Date of Report (Date of earliest event reported): June 29, 2020
ARYA SCIENCES ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-38688 | 98-1436307 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
51 Astor Place, 10th Floor New York, NY |
10003 (Zip Code) | |||
(Address of principal executive offices) |
(212) 284-2300
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communication 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:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Class A ordinary shares included as part of the units | ARYA | The NASDAQ Stock Market LLC | ||
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ARYAW | The NASDAQ Stock Market LLC | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ARYAU | The NASDAQ Stock Market LLC |
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 29, 2020, ARYA Sciences Acquisition Corp. (ARYA) held an annual general meeting of its shareholders (the General Meeting), at which holders of 12,268,746 ordinary shares (consisting of 8,674,996 Class A ordinary shares and 3,593,750 Class B ordinary shares) were present in person or by proxy, representing 68.28% of the voting power of ARYAs ordinary shares as of the date of the General Meeting, and constituting a quorum for the transaction of business. The proposal listed below is described in more detail in the registration statement on Form F-4 (the Registration Statement) of Immatics B.V. (TopCo), which was declared effective by the Securities and Exchange Commission (the SEC) on June 10, 2020 and includes a combined prospectus of TopCo with respect to the securities to be issued in connection with proposed business combination of ARYA with Immatics Biotechnologies GmbHs (Immatics) (the Business Combination) and a definitive proxy statement of ARYA with respect to the General Meeting (the Proxy Statement). A summary of the voting results at the General Meeting is set forth below:
The shareholders approved the Business Combination Agreement, dated March 17, 2020 (as amended), by and among ARYA, Immatics, TopCo, Immatics Merger Sub 1 and Immatics Merger Sub 2, the Business Combination, the First Merger, the Second Merger and the Plans of Merger (each as defined in the Proxy Statement). The voting results for this proposal were as follows:
For |
Against |
Abstain | ||
12,268,746 | 0 | 0 |
As there were sufficient votes to approve the above proposal, the Adjournment Proposal described in the Proxy Statement was not presented to shareholders.
No ordinary shares were tendered for redemption in connection with the approval of the Business Combination.
8.01 Other Events.
On June 29, 2020, ARYA and TopCo issued a joint press release announcing the voting results of the General Meeting. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Press Release, dated June 29, 2020. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARYA SCIENCES ACQUISITION CORP. | ||
By: | /s/ Michael Altman | |
Name: Michael Altman Title: Chief Financial Officer |
Date: June 29, 2020
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Exhibit 99.1
PRESS RELEASE
Arya Sciences Acquisition Corp. Shareholders Approve
Business Combination Transaction with Immatics
New York, NY, Houston, TX and Tuebingen, Germany, June 29, 2020 Arya Sciences Acquisition Corp. (NASDAQ: ARYA or Arya), a special purpose acquisition company sponsored by Perceptive Advisors, and Immatics Biotechnologies GmbH (Immatics), a clinical-stage biopharmaceutical company active in the discovery and development of T cell redirecting cancer immunotherapies, today announced that its respective shareholders approved the business combination between Arya and Immatics announced on March 17, 2020. None of Aryas shareholders redeemed their shares in connection with the ARYA shareholder approval. The respective boards of directors of both Arya and Immatics had previously approved the business combination.
Following the Arya shareholder vote, Immatics and Arya commenced final procedures towards the closing of the business combination and expect the closing to be completed in the coming days. It is further expected that the trading of the shares of the combined company, called Immatics N.V., will commence under the symbol IMTX on the first trading day thereafter. Immatics will continue to operate under its existing management team led by Chief Executive Officer, Harpreet Singh, Ph.D.
About the Transaction
On March 17, 2020, Immatics entered into a definite business combination agreement with Arya and in connection with the entry into the business combination agreement, a group of leading U.S. healthcare institutional investors committed to invest in Immatics N.V. through an ordinary share private investment in public equity (PIPE). Immatics shareholders, Arya shareholders and the PIPE investors will hold shares in Immatics N.V.
Advisors
Goldman Sachs International is acting as lead financial advisor with SVB Leerink, BofA Securities and Kempen serving as financial advisors to Immatics. Jefferies LLC is acting as lead financial and capital markets advisor to Arya as well as sole private placement agent. Chardan Capital Markets LLC is also serving as advisor to Arya. Goodwin Procter LLP and CMS Legal Services EEIG are acting as legal counsel to Immatics. Kirkland & Ellis LLP is serving as legal counsel to Arya.
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About Immatics
Immatics combines the discovery of true targets for cancer immunotherapies with the development of the right T cell receptors with the goal of enabling a robust and specific T cell response against these targets. This deep know-how is the foundation for our pipeline of Adoptive Cell Therapies and TCR Bispecifics as well as our partnerships with global leaders in the pharmaceutical industry. We are committed to delivering the power of T cells and to unlocking new avenues for patients in their fight against cancer.
For regular updates about Immatics, visit www.immatics.com. You can also follow us on Twitter and LinkedIn.
About Arya
Arya is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Forward-Looking Statements:
Certain statements in this press release may be considered forward-looking statements. Forward-looking statements generally relate to future events or Immatics future financial or operating performance. For example, statements concerning the timing of product candidates and Immatics focus on partnerships to advance its strategy are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, expect, intend, will, estimate, anticipate, believe, predict, potential or continue, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Immatics and its management, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond managements control including general economic conditions and other risks, uncertainties and factors set forth in filings with the Securities and Exchange Commission (SEC). Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Immatics undertakes no duty to update these forward-looking statements.
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For more information, please contact:
For Media Enquiries | Investor Relations Contact | |
Gretchen Schweitzer or Jacob Verghese, PhD | John Graziano | |
Trophic Communications | Solebury Trout | |
Phone: +49 89 2388 7731 | Phone: +1 646-378-2942 | |
immatics@trophic.eu | jgraziano@soleburytrout.com |
Immatics N.V.
Anja Heuer | Jordan Silverstein | |
Corporate Communications | Head of Strategy | |
Phone: +49 89 540415-606 | Phone: +1 281-810-7545 | |
media@immatics.com | InvestorRelations@immatics.com |
You have received this information due to your interest in Immatics (Immatics N.V. / Immatics Biotechnologies GmbH / Immatics US, Inc.). We hope you find this information useful to update you on the developments at Immatics.
Immatics would like to continue to send you information by Email. If you would prefer not to receive these Emails, please unsubscribe here.
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