Current Report Filing (8-k)
November 22 2021 - 5:13PM
Edgar (US Regulatory)
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2021-11-19
2021-11-19
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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)
November 19, 2021
Twist Bioscience Corporation
(Exact name of registrant as specified in its
charter)
Delaware
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001-38720
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46-2058888
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I. R. S. Employer
Identification No.)
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681 Gateway Boulevard
South San Francisco, CA 94080
(Address of principal executive offices, including
ZIP code)
(800) 719-0671
(Registrant’s 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 filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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TWST
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The Nasdaq Global Select Market
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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 3.02
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Unregistered Sales of Equity Securities.
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On November 19, 2021, Twist Bioscience Corporation (“Twist”)
entered a Merger Agreement, dated as of November 19, 2021 (the “Merger Agreement”), by and among Twist, Nautilus Acquisition
Sub, Inc., AbX Biologics, Inc. (d/b/a Abveris) (“Abveris”) and Shareholder Representative Services LLC (“SSR”)
whereby Twist will acquire Abveris (the “Merger”). The total purchase consideration in connection with the Merger of
up to $190 million includes $150 million in consideration to be issued at the closing of the transaction, consisting of shares of Twist
$0.00001 par value common stock (“Twist Common Stock”) at the applicable price per share and up to $10 million in cash,
subject to customary adjustments for cash, net working capital, outstanding indebtedness and unpaid transaction expenses, and up to $40
million shares of Twist Common Stock, to be issued contingent on and subject to Abveris achieving an internal revenue target for the calendar
year 2022. The applicable price per share of Twist Common Stock is the average per share closing sale price of Twist Common Stock for
the 30 consecutive trading day period prior to and including the date that is two trading days immediately preceding the closing date
of the Merger, subject to a minimum price per share of $106.10 and a maximum price per share of $129.68.
The shares of Twist Common Stock to be issued by Twist in connection
with the Merger will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements. Such securities will be issued in reliance upon the exemptions from registration under the Securities Act provided by Section
4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder as transactions not involving a public offering. Such securities will only
be issued to “accredited investors” as that term is defined in Rule 501(a) of Regulation D. The offer and sale of such securities
will be made without any general solicitation or advertising.
Item 9.01
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Financial Statements and Exhibits.
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(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 hereunto duly authorized.
Date: November 22, 2021
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Twist Bioscience Corporation
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/s/ William E. Solis
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William E. Solis
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Senior Director, Corporate Counsel and Assistant Secretary
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