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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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The disclosure set forth under
“Introductory Note” above is incorporated in this Item 2.01 by reference.
On June 29, 2021, RACA held
a special meeting of stockholders (the “Special Meeting”) at which the stockholders of RACA considered and approved, among
other matters, a proposal to adopt the Business Combination Agreement. On the Closing Date, the parties to the Business Combination Agreement
consummated the Transactions.
Prior to the Special
Meeting, holders of 1,394,131 shares of RACA’s Class A Common Stock exercised their right to redeem such shares for cash
at a price of approximately 10.00 per share for aggregate payments of $13,942,647. At the Closing, (i) an aggregate of
12,647,269 shares of RACA’s Class A Common Stock and 3,392,500 shares of RACA’s Class B Common Stock were
exchanged for an equivalent number of shares of Common Stock, (ii) an aggregate of 57,582,025 shares of Common Stock were
issued in exchange for shares of common stock, par value $0.0001 per share, of Old POINT (“Old POINT Common Stock”)
outstanding as of immediately prior to the Effective Time and (iii) an aggregate of 16,500,000 shares of Common Stock were
issued to the PIPE Investors in connection with the PIPE Financing. Moreover, at the Closing, each vested equity award of Old POINT
outstanding as of immediately prior to the Effective Time was exchanged for comparable vested equity awards of New POINT that are
exercisable for shares of New POINT Common Stock based on an implied Old POINT vested equity value of $585,000,000. Immediately
after giving effect to the Transactions, there were 90,121,794 shares of Common Stock outstanding and 2,658,164 shares of Common
Stock subject to outstanding equity awards. After the Closing Date, RACA’s Class A Common Stock will cease trading on the
Nasdaq Capital Market (“Nasdaq”) and the Common Stock will begin trading on Nasdaq under the symbol “PNT”.
The material terms and conditions
of the Business Combination Agreement and its related agreements are described on pages 90 to 103 of RACA’s definitive proxy statement/prospectus
dated June 4, 2021 (the “Definitive Proxy Statement”) included in RACA’s Registration Statement on Form S-4 (File No.
333-25460), filed with the SEC on June 9, 2021, under the headings titled “Business Combination Proposal—The
Business Combination Agreement” and “Business Combination Proposal—Related Agreements”, each
of which is incorporated herein by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states
that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), as RACA was immediately before the Business Combination, then the registrant
must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form
10. Accordingly, the Company, as the successor registrant to RACA following the consummation of the Business Combination, is providing
the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided
below relates to the Company as the combined company after the consummation of the Business Combination unless otherwise specifically
indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this
Current Report and in the documents incorporated herein by reference may constitute “forward-looking statements” for purposes
of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Transactions
and their expected benefits, New POINT’s performance following the Transactions, the success, cost and timing of New POINT’s
product development activities and clinical trials, the potential attributes and benefits of New POINT’s product candidates, New
POINT’s ability to obtain and maintain regulatory approval for its product candidates and New POINT’s ability to obtain funding
for its operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions (including the negative of any of the foregoing) may identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking
statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no
assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in the Definitive
Proxy Statement beginning on page 28. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these
risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider
immaterial or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place undue
reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We do not
undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws.
Business
The businesses of Old POINT
and RACA prior to the Business Combination are described in the Definitive Proxy Statement in the sections titled “Information
About RACA” and “Information About POINT” beginning on pages 157 and 170, respectively, and that information
is incorporated herein by reference.
Risk Factors
The risk factors related to
our business and operations and the Transactions are set forth in the Definitive Proxy Statement in the section titled “Risk
Factors” beginning on page 28 and are incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The disclosure contained in
the Definitive Proxy Statement in the section titled “POINT’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page 205 is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The disclosure contained in
the Definitive Proxy Statement in the sections titled “POINT’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” beginning on
page 218 is incorporated herein by reference.
Properties
Our principal executive offices are located in
the United States in Indianapolis, Indiana, including an office space occupying 13,500 square feet and a manufacturing facility occupying
67,200 square feet. We also lease an additional location in Toronto, Canada. See Note 5 in the Notes to Old POINT’s Consolidated
Financial Statements beginning on page F-34 of the Definitive Proxy Statement incorporated herein by reference for further discussion
surrounding mortgages on our owned properties. We believe our existing facilities are sufficient for our ongoing needs, and that, if we
require additional space, we will be able to obtain suitable additional or alternative facilities on commercially reasonable terms.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth
information regarding the beneficial ownership of Common Stock immediately following consummation of the Transactions by:
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•
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each person known to be the beneficial owner of more than 5% of New POINT’s outstanding Common Stock immediately following the consummation of the Transactions;
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•
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each of New POINT’s executive officers and directors; and
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•
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all executive officers and directors of New POINT as a group following the consummation of the Transactions.
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Beneficial ownership is
determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he,
she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes
securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days.
Shares subject to options that are currently exercisable or exercisable within 60 days of the Closing Date are considered
outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that
person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless
otherwise indicated, New POINT believes that the persons and entities named in the table below have sole voting and investment power
with respect to all shares shown as beneficially owned by them. Unless otherwise noted, the business address of each of the
directors and executive officers of New POINT is 4850 West 78th Street, Indianapolis, IN 46268. The percentage of beneficial
ownership of New POINT is calculated based on 90,121,794 shares of Common Stock
outstanding immediately after giving effect to the Transactions.
Name and Address of Beneficial Owner
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Number of Shares
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%
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Directors and Officers:
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Dr. Joe McCann(1)
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3,614,153
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4.0
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Allan C. Silber(2)
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8,865,788
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9.8
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William Demers (3)
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44,840
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*
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Michael Gottlieb(4)
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1,156,887
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1.3
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Dr. Neil Fleshner(5)
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3,820,778
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4.2
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Jessica Jensen(6)
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125,553
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*
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Dr. Rajesh K. Malik, M.D.
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—
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*
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Jonathan Ross Goodman(7)
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57,395
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*
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Margaret E. Gilmour
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—
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*
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Dr. Yael Margolin, Ph.D.
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—
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*
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Gerald Hogue
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—
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*
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David C. Lubner
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35,400
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*
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All Directors and Executive Officers as a group (12 individuals)
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17,720,794
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19.6
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(1)
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Consists of 3,614,153 shares of Common Stock issued in exchange for outstanding pre-Closing shares of
Old POINT Common Stock at the Closing.
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(2)
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Consists of (i) 4,218,605 shares of Common Stock issued to Mr. Silber in exchange for outstanding
pre-Closing shares of Old POINT Common Stock at the Closing and (ii) 1,697 shares of Common Stock issuable upon the exercise of New
POINT options issued to Mr. Silber in exchange of pre-Closing Old POINT options within 60 days of June 30, 2021. Also consists
of (i) 538,087 shares of Common Stock issued to Allan Silber in Trust, of which Mr. Silber is the trustee, in exchange for outstanding
pre-Closing shares of Old POINT Common Stock at the Closing; (ii) 4,035,655 shares of Common Stock issued to Silber Holdings, Inc.,
a company of which Mr. Silber is the President, in exchange for outstanding pre-Closing shares of Old POINT Common Stock at the Closing;
and (iii) 71,744 shares of Common Stock issued to Anglian Holdings, LLC, of which Mr. Silber is the sole member and manager,
in exchange for outstanding pre-Closing shares of Old POINT Common Stock at the Closing. Mr. Silber holds sole voting and dispositive
power over the shares held by Allan Silber in Trust, Silber Holdings, Inc. and Anglian Holdings, LLC.
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(3)
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Consists of 44,840 shares of Common Stock issuable upon the exercise of New POINT options issued in exchange
of pre-Closing Old POINT options within 60 days of June 30, 2021.
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(4)
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Consists of 1,156,887 shares of Common Stock issued in exchange for outstanding pre-Closing shares of
Old POINT Common Stock at the Closing.
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(5)
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Consists of 3,587,249 shares of Common Stock issued to Dr. Fleshner in exchange for outstanding pre-Closing
shares of Old POINT Common Stock at the Closing. Also consists of (i) 233,171 shares of Common Stock issued to 1510789 Ontario Inc.,
a company owned by Dr. Fleshner, in exchange for outstanding pre-Closing shares of Old POINT Common Stock at the Closing; and (ii) 358
shares of Common Stock issued to Patricia North in Trust, a trust controlled by Dr. Fleshner’s wife, in exchange for outstanding
pre-Closing shares of Old POINT Common Stock at the Closing. Dr. Fleshner holds sole voting and dispositive power of the shares held
by 1510789 Ontario Inc.
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(6)
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Consists of 125,553 shares of Common Stock issuable upon the exercise of New POINT options issued in exchange
of pre-Closing Old POINT options within 60 days of June 30, 2021.
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(7)
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Consists of 21,523 shares of Common Stock issued to Mr. Goodman in exchange for outstanding pre-Closing
shares of Old POINT Common Stock at the Closing. Also consists of 35,872 shares of Common Stock issued to Long Zone Holdings, Inc., a
company owned by Mr. Goodman’s family, in exchange for outstanding pre-Closing shares of Old POINT Common Stock at the Closing.
Mr. Goodman holds sole voting and dispositive power over such shares.
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Directors and Executive Officers
New POINT’s directors
and executive officers after the consummation of the Transactions are described in the Definitive Proxy Statement in the section
titled “Management of New POINT Following the Business Combination” beginning on page 229 and that information is incorporated
herein by reference.
Independence of our Board of Directors
Information with respect to
the independence of New POINT’s directors is set forth in the Definitive Proxy Statement in the section titled “Management
of New POINT Following the Business Combination—Director Independence” beginning on page 232 and that information is incorporated
herein by reference.
Committees of the Board of Directors
Information with respect to
the composition of the committees of the Board immediately after the Closing is set forth in the Definitive Proxy Statement in the
section titled “Management of New POINT Following the Business Combination—Committees of the Board of Directors”
beginning on page 233 and that information is incorporated herein by reference, except that the last sentence under “Compensation
Committee” is hereby revised to state as follows:. The members of the compensation committee are expected to be Jonathan Goodman
(chair), Gerald Hogue and Dr. Yael Margolin, Ph.D.
Executive Compensation
A description of the compensation
of the named executive officers of Old POINT and the compensation of the executive officers of RACA before the consummation of the Transactions
is set forth in the Definitive Proxy Statement in the section titled “Executive Compensation” beginning on page
220 and that information is incorporated herein by reference.
At the Special Meeting, the
RACA stockholders approved the Equity Incentive Plan (as defined below). The summary of the Equity Incentive Plan is set forth in the Definitive Proxy Statement in the section titled “Equity Incentive Plan Proposal” beginning on page 129 and that information is
incorporated herein by reference. A copy of the full text of the Equity Incentive Plan which is filed as Exhibit 10.3 to this Current
Report and is incorporated herein by reference.
Director Compensation
A description of the compensation
of the directors of RACA before the consummation of the Transactions is set forth in the Definitive Proxy Statement in the section titled
“Executive Compensation—Executive Compensation—RACA” beginning on page 220 and that information is incorporated
herein by reference.
A description of the compensation
of the non-employee directors of Old POINT before the consummation of the Transactions is set forth in the Definitive Proxy Statement
in the section titled “Director Compensation” beginning on page 227 and that information is incorporated herein by
reference.
Certain Relationships and Related Person Transactions
Certain relationships and
related person transactions are described in the Definitive Proxy Statement in the section titled “Certain Relationships
and Related Person Transactions” beginning on page 240 and that information is incorporated herein by reference.
Legal Proceedings
Information about legal proceedings
is set forth in the Definitive Proxy Statement in the sections titled “Information about RACA—Legal Proceedings” beginning
on page 162 and “Information about POINT—Legal Proceedings” beginning on page 204 and that information is incorporated
herein by reference.
Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters
The Common Stock is expected
to begin trading on the Nasdaq under the symbol “PNT” on July 1, 2021. As of immediately after the Closing, there were approximately
175 registered holders of Common Stock.
The Company has not paid any
cash dividends on shares of its Common Stock and does not anticipate paying any cash dividends in the foreseeable future. Any decision
to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among other things, the
Company’s results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board
may deem relevant.
Recent Sales of Unregistered Securities
Reference is made to the disclosure
set forth below under Item 3.02 of this Current Report concerning the issuance and sale of certain unregistered securities, which
is incorporated herein by reference.
Description of New POINT’s Securities
The description of New POINT’s
securities is contained in the Definitive Proxy Statement in the section titled “Description of New POINT Securities”
beginning on page 253 and that information is incorporated herein by reference.
Indemnification of Directors and Officers
In connection with the Business
Combination, New POINT entered into indemnification agreements with each of its directors and executive officers as of the Closing Date.
The description of the indemnification agreements set forth above under Item 1.01 of this Current Report is incorporated herein by reference.