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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): January 19, 2024
RAIN
ONCOLOGY INC.
(Exact
name of registrant as specified in its charter)
Delaware |
001-40356 |
82-1130967 |
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
8000 Jarvis Avenue, Suite 204 |
|
Newark, California |
94560 |
(Address
of Principal Executive Offices) |
(Zip
Code) |
|
|
Registrant’s telephone number, including area code: (510) 953-5559
Not
Applicable
(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 (see General Instruction A.2. below):
| ☐ | 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:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common Stock, $0.001 par value per share |
RAIN |
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.
Agreement and Plan of Merger
As previously reported, on December 13, 2023,
Rain Oncology Inc. (the “Company” or “Rain”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Pathos AI, Inc., a Delaware corporation (“Parent”),
and WK Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The
Merger Agreement provides for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer (the “Offer”)
by Merger Sub for all of the Company’s outstanding shares of common stock (the “Common Stock”), for: (A)
$1.16 per share of Common Stock, and (B) one contingent value right representing the right to receive potential cash payments of up to
approximately $0.17 per share and (ii) following the completion of the Offer, the merger of Merger Sub with and into the Company (the
“Merger”) with the Company surviving the Merger as a wholly owned subsidiary of Parent. In connection with the
Merger Agreement and the transactions contemplated thereby, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the Securities and Exchange Commission on December 27, 2023, as amended on January 16, 2024 (together with any subsequent amendments
and supplements thereto, the “Schedule 14D-9”).
In connection with the proposed Merger, 15 demand
letters have been sent to the Company by purported Company stockholders raising alleged disclosure deficiencies in the Schedule 14D-9
(collectively, the “Demand Letters”). The Company denies that it has violated any laws or breached any duties
to the Company’s stockholders, denies all allegations in the Demand Letters, and believes that no supplemental disclosure to the
Schedule 14D-9 was or is required under any applicable law, rule or regulation. However, solely to eliminate the burden and expense of
potential litigation, to moot plaintiffs’ disclosure claims, to avoid potential delay or disruption to the Merger and to provide
additional information to the Company’s stockholders, the Company has determined to voluntarily supplement the Schedule 14D-9 with
the below disclosure. The Company believes that the disclosures set forth in the Schedule 14D-9 comply fully with applicable law and nothing
in the below supplemental disclosure shall be deemed an admission of the legal necessity or materiality under applicable law of any of
the disclosures set forth herein.
To the extent that information in the below
supplemental disclosure differs from, or updates information contained in, the Schedule 14D-9, the information in the below supplemental
disclosure shall supersede or supplement the information in the Schedule 14D-9. Except as otherwise described in the below supplemental
disclosure or the documents referred to, contained in or incorporated by reference herein, the Schedule 14D-9, the annexes to the Schedule
14D-9 and the documents referred to, contained in or incorporated by reference in the Schedule 14D-9 are not otherwise modified, supplemented
or amended.
Supplemental Disclosure
The following information supplements the Schedule
14D-9, and should be read in conjunction with the Schedule 14D-9, which should be read in its entirety, including the annexes thereto.
All page references in the information below are references to pages in the Schedule 14D-9, and the terms used below have the meanings
set forth in the Schedule 14D-9.
1. The
following disclosure amends and replaces the disclosures that previously appeared in the first full paragraph on page 8 of the Schedule
14D-9. The modified text is underlined (where added) and struck-through (where deleted) below:
“In the event that (i) the amounts deducted
from the $5,000,000 reserved for the Cash CVR Payment exceed $5,000,000 in the aggregate, holders of the CVRs will not receive any Cash
CVR Payments and (ii) (A) a Disposition of CVR Products does not occur within the Disposition Period, and (B) the Development Milestone
is not achieved within the Development Milestone Period, holders of the CVRs will not receive any Development CVR Payments. In such circumstances,
no amounts may be payable at all in respect of the CVR Agreement. The date on which the Development Milestone Period expires is the “Development
CVR Payment Expiration Date;” provided, that to the extent a Disposition of certain CVR Products takes place during the Disposition
Period or the Development Milestone is achieved during the Development Milestone Period, the Development CVR Payment Expiration Date (in
the case of a Disposition, solely as it relates to the CVR Products in such Disposition) shall be the earlier to occur of ten (10) years
following the Effective Time and the mailing by the Rights Agent to the address of each CVR Holder of all potential contingent payments
(if any) required to be paid under the terms of the CVR Agreement. As discussed in “—Opinion of Leerink Partners LLC,”
given the speculative and contingent nature of the Development CVR Payment payable pursuant to the CVR Agreement, Rain management directed
Leerink Partners to ascribe no value to the Development CVR Payment for purposes of Leerink Partners’ fairness opinion.”
2. The
following disclosure amends and replaces the disclosures that previously appeared in the second full paragraph on page 9 of the Schedule
14D-9. The modified text is underlined (where added) and struck-through (where deleted) below:
“With the consent of the Advisory Group
(as defined in the CVR Agreement), which consists of Avanish Vellanki, Rain’s Chief Executive Officer and a
Rain stockholder certain CVR Holders who havehas entered into an engagement agreement with
the Representative, Parent, Merger Sub, and the Representative may amend the CVR Agreement, even if such change is materially adverse
to the interests of the CVR Holders.”
3. The
following disclosure amends and replaces the disclosures that previously appeared in the second full paragraph on page 17 of the Schedule
14D-9. The modified text is underlined (where added) and struck-through (where deleted) below:
“On June 11, 2023, at a meeting of the
Rain Board, also attended by Rain management and outside counsel for the Company from Gibson, Dunn & Crutcher LLP (“Gibson Dunn”),
the Rain Board approved the formation of a transaction committee (the “Transaction Committee”) that comprised of Mr. Vellanki
and independent directors Franklin Berger, Peter Radovich and Stefani Wolf. The Transaction Committee was formed in order to allow for
a more expedient process and engagement with a subset of the Rain Board and was not formed due to any actual or perceived conflict
of interest. The Transaction Committee was not formed as a formal subcommittee of the Rain Board, was not formally delegated any powers
of the Rain Board and its members were not paid any compensation specifically in consideration of their service on the Transaction Committee.
The Rain Board discussed and agreed that the Transaction Committee would meet regularly to review and evaluate management updates
and progress against the strategic paths discussed above and would provide updates to the full Rain Board, as appropriate. Additionally,
the Rain Board discussed Tang Capital’s equity ownership, its potential impact on the Company, and the likely potential objectives
of Tang Capital. For each meeting of the Rain Board or Transaction Committee detailed below, Gibson Dunn was in attendance and the potential
transactions were discussed in the context of the Rain Board’s fiduciary duties to stockholders.”
4. The
following disclosure amends and replaces the disclosures that previously appeared in the second sentence of the fourth full paragraph
on page 24 of the Schedule 14D-9. The modified text is underlined (where added) and struck-through (where deleted) below:
“On November 7, 2023, Rain executed a confidentiality agreement,
including a standstill provision and a provision that terminates the standstill upon Rain’s public announcement of its entry
into a change of control transaction, with Concentra and invited representatives of Concentra to the Company’s confidential
data room.”
Cautionary Note Regarding Forward-Looking
Statements
This communication
contains forward-looking statements related to Rain Oncology Inc. (the “Company”) and the acquisition of the Company by Pathos
AI, Inc. (“Parent”), including express or implied forward-looking statements about the Company’s products and the future
operations and performance of the Company and Parent. These forward-looking statements are within the meaning of U.S. federal securities
laws, including, without limitation, statements regarding the anticipated timing of and closing of the proposed Offer, Merger and related
transactions contemplated by the Merger Agreement (collectively referred to as the “transactions”). The words “estimates,”
“expects,” “continues,” “intends,” “plans,” “anticipates,” “targets,”
“may,” “will,” “would,” “could,” “should,” “potential,” “goal,”
and “effort” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. These statements are based on current plans, estimates and projections. By their very nature,
forward-looking statements involve inherent risks and uncertainties, both general and specific. The Company cautions that a number of
important factors, including those described in this communication, could cause actual results to differ materially from those contemplated
in any forward-looking statements. Any forward-looking statements in this communication are based on management’s current expectations
and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ
materially from those expressed or implied by any forward-looking statements contained in this communication, including, without limitation,
the impact of actions of other parties with respect to the transactions; the possibility that competing offers will be made; the
outcome of any legal proceedings that have been or could be instituted against the Company or its directors; the potential impact
of the Demand Letters or potential litigation on the timing of the transactions; the risk that the transactions may not be completed
in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock; the failure
to satisfy all of the closing conditions of the transactions contemplated by the Merger Agreement; the occurrence of the events
or achievement of the milestones giving rise to payments under the CVR Agreement; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the transactions
on the Company’s business, and operating results; risks that the transactions may disrupt the Company’s current plans
and business operations; risks related to the diverting of management’s attention from the Company’s ongoing business
operations; general economic and market conditions and the other risks identified in the Company’s filings with the U.S. Securities
and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K for the year ended December 31, 2022,
filed with the SEC on March 9, 2023 and subsequent filings with the SEC. Should any risks and uncertainties develop into actual events,
these developments could have a material adverse effect on the transactions and/or the Company and the Company’s ability to successfully
complete the transactions and, with respect to any CVR payment amounts, the consideration ultimately paid to Company stockholders (including
whether any payments will be payable at all). In addition, unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking
statements. Any forward-looking statements contained in this communication represent the Company’s views only as of the date hereof
and should not be relied upon as representing its views as of any subsequent date. The Company disclaims any obligation to publicly update
or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements
may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Additional Information
and Where to Find It
This communication
is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute
for the tender offer materials that Parent and its subsidiary have filed with the SEC. At the time the tender offer was commenced, Parent
and its subsidiary filed tender offer materials on Schedule TO, and, thereafter, the Company filed a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY
(AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF THE COMPANY’S
COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase,
the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, have
been made available to all holders of shares of the Company’s common stock at no expense to them. The tender offer materials and
the Solicitation/Recommendation Statement are available for free at the SEC’s website at www.sec.gov
or by accessing the Investor Relations section of the Company’s website at https://investors.rainoncology.com/.
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 hereunto duly authorized.
|
RAIN ONCOLOGY INC. |
|
|
|
Date: January 19, 2024 |
By: |
/s/ Avanish Vellanki |
|
|
Avanish Vellanki |
|
|
Chairman and Chief Executive Officer |
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