Cyteir Therapeutics, Inc. (“Cyteir” or the “Company”) (Nasdaq:
CYT) today announced that it is discontinuing all development of
CYT-0851, its investigational monocarboxylate transporter
inhibitor, and that Cyteir’s Board of Directors has determined,
after consideration of potential strategic alternatives, it is in
the best interests of its shareholders to dissolve Cyteir,
liquidate its assets following an orderly wind down of the
Company’s operations, and return remaining cash to
shareholders.
CYT-0851 was being evaluated in a Phase 1 combination study with
capecitabine or gemcitabine in advanced ovarian cancer and other
solid tumors. While durable responses were observed in both
combination arms, the overall clinical efficacy data did not meet
Cyteir’s criteria to advance the program into the next phase of
clinical development. Given the resources required to identify
predictive biomarkers to identify who could potentially benefit
from treatment with CYT-0851, and the current financial and
regulatory environment, continuation of development of CYT-0851 by
Cyteir was determined not to be feasible. The Company will continue
to treat patients currently enrolled in the Company’s Phase 1
combination study with capecitabine or gemcitabine prior to the
effectiveness of the Company’s dissolution.
“The Board of Directors and management devoted substantial time
and effort in identifying development paths for CYT-0851 and
strategic options for Cyteir,” said Markus Renschler, MD, President
and CEO of Cyteir. “We would like to thank the patients who
enrolled in our trial, the staff at our clinical trial sites, all
employees of Cyteir, the Board of Directors and our investors who
have supported Cyteir over the years. While we wish that the
outcome was different today, we believe that discontinuation of our
programs and a dissolution of the Company will maximize shareholder
value.”
Planned Liquidation and Dissolution
Due to the planned discontinuation of CYT-0851 development, and
the previously announced discontinuation of Cyteir’s discovery
pipeline, the Company’s Board of Directors intends to approve a
Plan of Liquidation and Dissolution (“Plan of Dissolution”) that
would, subject to shareholder approval, include the distribution of
remaining cash to shareholders following an orderly wind down of
the Company’s operations, including the proceeds, if any, from the
sale of its assets. Prior to winding down operations, the Company
intends to complete regulatory and patient obligations from the
ongoing clinical trial. The Company will engage independent
advisors, who are experienced in the dissolution and liquidation of
companies, to assist in the Company’s dissolution and liquidation.
The Company also intends to call a special meeting of its
shareholders in the second half of 2023 to seek approval of the
Plan of Dissolution and will file proxy materials relating to the
special meeting with the Securities and Exchange Commission (the
“SEC”). If the Company’s shareholders approve the Plan of
Dissolution, the Company would then file a certificate of
dissolution, delist its shares of common stock from The Nasdaq
Global Select Market, satisfy or resolve its remaining liabilities,
obligations and costs associated with the dissolution and
liquidation, make reasonable provisions for unknown claims and
liabilities, attempt to convert all of its remaining assets into
cash or cash equivalents, including through a potential sale of
CYT-0851, and return remaining cash to its shareholders. The
Company will provide an estimate of any such amount that may be
distributed to shareholders in the proxy materials to be filed with
the SEC. However, the amount of cash actually distributable to
shareholders may vary substantially from any estimate provided by
the Company based on a number of factors.
Upon the filing of the certificate of dissolution, the Company
intends to cease trading in its common stock, close its stock
transfer books and discontinue recording transfers of shares of its
capital stock, in accordance with applicable law. The Company will
establish a reserve, which will be used to pay all expenses
(including operating expenses up until the filing of the
certificate of dissolution) and other known, non-contingent
liabilities and obligations, and will include reasonable provision
for future expenses of liquidation and contingent and unknown
liabilities as required by Delaware law. The Company currently
expects that its existing capital resources together with the
anticipated net proceeds from the sale of certain assets will
enable it to meet its remaining liabilities and obligations with
sufficient reserves.
The Company does not intend to comment on the planned
liquidation and dissolution until the Company files a proxy
statement related to the special meeting with the SEC.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed Plan of Dissolution, the Company
intends to file with the SEC a proxy statement and other relevant
materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT,
ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING
MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED MATTERS OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
CYTEIR THERAPEUTICS, INC. PLAN OF DISSOLUTION AND RELATED MATTERS.
Shareholders may obtain a free copy of the proxy statement and the
other relevant materials (when they become available), and any
other documents filed by the Company with the SEC, at the SEC’s
website at http://www.sec.gov or on the “Investors & Media”
section of Cyteir’s website at www.cyteir.com.
Participants in the Solicitation
Cyteir and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from its
shareholders with respect to the proposed Plan of Dissolution and
related matters, and any other matters to be voted on at the
special meeting of shareholders. Information regarding the names,
affiliations and interests of such directors and executive officers
will be included in the proxy statement (when available).
Additional information regarding such directors and executive
officers is included in Cyteir’s Proxy Statement on Schedule 14A,
which was filed with the SEC on April 27, 2023. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of Cyteir’s
shareholders in connection with the Plan of Dissolution and related
matters and any other matters to be voted upon at the special
meeting will be set forth in the proxy statement (when available).
These documents are available free of charge as described in the
preceding section.
Forward Looking Statements
Statements contained in this press release regarding matters
that are not historical facts are “forward-looking statements".
Words such as “may,” “will,” “expect,” “anticipate,” “estimate,”
“intend,” “poised” and similar expressions (as well as other words
or expressions referencing future events, conditions, or
circumstances) are intended to identify forward-looking
statements.
For example, all statements Cyteir makes regarding the proposed
dissolution pursuant to the Plan of Dissolution, timing of filing
of the certificate of dissolution and holding a special shareholder
meeting to approve the Plan of Dissolution, the amount and timing
of liquidating distributions, if any, in connection with the
dissolution, the amount of planned reserves, plans to engage
advisors and similar statements are forward-looking. All
forward-looking statements are based on estimates and assumptions
by Cyteir’s management that, although Cyteir believes to be
reasonable, are inherently uncertain. All forward looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially from those that Cyteir
expected. Such risks and uncertainties include, among others, the
availability, timing and amount of liquidating distributions; the
amounts that will need to be set aside by Cyteir; the adequacy of
such reserves to satisfy Cyteir’s obligations; potential unknown
contingencies or liabilities, including tax claims, and Cyteir’s
ability to favorably resolve them or at all; the amount of proceeds
that might be realized from the sale or other disposition of any
remaining assets; the application of, and any changes in,
applicable tax laws, regulations, administrative practices,
principles and interpretations; the incurrence by Cyteir of
expenses relating to the dissolution; the ability of the board of
directors to abandon, modify or delay implementation of the Plan of
Dissolution, even after shareholder approval; and the uncertain
macroeconomic environment. These statements are also subject to a
number of material risks and uncertainties that are described in
Cyteir’s most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 23, 2023 and Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on May 10, 2023, as updated by subsequent filings the
Company may make with the SEC. Any forward-looking statement speaks
only as of the date on which it was made. Cyteir undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law.
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Investor Relations 857-285-4140 ir@cyteir.com
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