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CUSIP No. 68236P 107
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13D
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Page 5 of 8 Pages
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Restrictions on Transfers
Pursuant to the
Lock-Up
Agreement, dated May 20, 2019 by SPH USA (the
Lock-Up
Agreement), for a period of 180 days following the closing of the Merger (the
Lock-Up
Period), SPH USA has agreed not to, without the prior
written consent of the Issuer and Oncology, except in limited circumstances: offer, pledge, sell, contract to sell, transfer or dispose of, directly or indirectly, engage in any swap or similar transactions with respect to, or make any demand for or
exercise any right with respect to, any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, including, as applicable, shares received in the Merger and issuable upon exercise of warrants and
options.
General
The foregoing
descriptions of the Merger Agreement and the
Lock-Up
Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements filed as exhibits to this
Schedule 13D, and incorporated herein by reference.
The Reporting Persons acquired the securities described in this Schedule 13D for
investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the
Reporting Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market,
industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the restrictions in the
Lock-Up
Agreement, the Reporting Persons may acquire additional
securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons and their designees to the Board may engage in discussions with
management, the Board, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or
take-private transaction that could result in the
de-listing
or
de-registration
of the Common Stock; sales or acquisitions of assets or businesses; changes to the
capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure, including changes in management or the composition of the Board.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of
the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.