Item 1.01 Entry
Into A Material Definitive Agreement.
Business Combination Agreement
On March 15, 2021, Therapeutics Acquisition
Corp., a Delaware corporation d/b/a Research Alliance Corp. I (“RACA”), entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
by and among RACA, Bodhi Merger Sub, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary
of RACA, and POINT Biopharma Inc., a Delaware corporation (“POINT”).
The Business Combination Agreement and
the transactions contemplated thereby were approved by the boards of directors of each of RACA and POINT.
The Business Combination
The Business Combination Agreement provides
for, among other things, that Merger Sub will merge with and into POINT, with POINT as the surviving company in the merger and,
after giving effect to such merger, POINT shall be a wholly-owned subsidiary of RACA (the “Merger”). In accordance
with the terms and subject to the conditions of the Business Combination Agreement, at the effective time, (i) each share and
vested equity award of POINT outstanding as of immediately prior to the effective time will be exchanged for shares of RACA common
stock or comparable vested equity awards that are settled or are exercisable for shares of RACA common stock, as applicable, based
on an implied POINT vested equity value of $585,000,000; (ii) all unvested equity awards of POINT will be exchanged for comparable
unvested equity awards that are settled or exercisable for shares of RACA common stock, as applicable, determined based on the
same implied POINT vested equity value described in clause (i); and (iii) each share of RACA Class A common stock and each share
of RACA Class B common stock that is issued and outstanding immediately prior to the Effective Time shall become one share of
the common stock of RACA following the consummation of the Business Combination, par value $0.0001 per share. In addition, RACA
will be renamed POINT Biopharma Global Inc. (“New POINT”). The Merger and the other transactions contemplated
by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. Other capitalized
terms used, but not defined herein, shall have the meanings given to such terms in the Business Combination Agreement.
The Business Combination is expected to
close in mid-year 2021, following the receipt of the required approval by RACA’s stockholders and the fulfillment of other
customary closing conditions.
Representations and Warranties; Covenants
The parties to the Business Combination
Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the
Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among
others, covenants with respect to the conduct of POINT and its subsidiaries during the period between execution of the Business
Combination Agreement and the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable
best efforts to cause all actions and things necessary to consummate and expeditiously implement the Business Combination.
Conditions to Each Party’s Obligations
Under the Business Combination Agreement,
the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing
conditions of the respective parties, including, without limitation: (i) the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having
been expired or been terminated; (ii) no order or law issued by any court of competent jurisdiction or other governmental entity
or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination
being in effect; (iii) the registration statement/proxy statement to be filed by RACA relating to the Business Combination Agreement
and the Merger becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities
Act”), no stop order being issued by Securities and Exchange Commission (the “SEC”) and remaining
in effect with respect to the registration statement/proxy statement to be filed by RACA relating to the Business Combination
Agreement and the Merger, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending;
(iv) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of
RACA’s stockholders (the “Required RACA Stockholder Vote”); (v) the absence of a Company Material Adverse
Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing;
(vi) RACA has not redeemed Class A common stock in an amount that would cause RACA to have net tangible assets in its trust account
of less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) immediately after the Effective Time of the Business Combination; and (vii) the New POINT
Board consisting of the number of directors, and comprising the individuals, determined pursuant to the Business Combination Agreement.
Termination
The Business Combination Agreement may
be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation
(i) by the mutual written consent of RACA and POINT; (ii) by RACA, subject to certain exceptions, if any of the representations
or warranties made by POINT are not true and correct or if POINT fails to perform any of its respective covenants or agreements
under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the
obligations of RACA, could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or
failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30)
days after written notice thereof, and (B) September 15, 2021 (the “Termination Date”); (iii) by POINT, subject
to certain exceptions, if any of the representations or warranties made by the RACA Parties are not true and correct or if any
RACA Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation
to consummate the Closing) such that the condition to the obligations of POINT, as could not be satisfied and the breach (or breaches)
of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or
cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) the Termination Date; (iv) by
either RACA or POINT, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to
the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party
seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement;
(v) by either RACA or POINT, if (A) any governmental entity shall have issued an order or taken any other action permanently enjoining,
restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other
action shall have become final and nonappealable; or (B) if the Required RACA Stockholder Vote is not obtained; and (vi) by RACA,
if POINT does not deliver, or cause to be delivered to RACA, the POINT stockholder written consent or the POINT Stockholder Transaction
Support Agreements when required under the Business Combination Agreement.
If the Business Combination Agreement
is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation
under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a Willful Breach
of any covenant or agreement under the Business Combination Agreement or Fraud.
A copy of the Business
Combination Agreement will be filed as an Amendment on Form 8-K/A to this Current Report within four (4) business days of the
date hereof as Exhibit 2.1 (the terms of which are incorporated herein by reference) and the foregoing description of the Business
Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations,
warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or
other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the
contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in
connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement
are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject
to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose
of allocating risk among the parties rather than establishing matters as facts. RACA does not believe that these schedules contain
information that is material to an investment decision.
Other Agreements
Sponsor Letter Agreement
Concurrently with the execution of the
Business Combination Agreement, Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”),
certain affiliates of the Sponsor and POINT entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”),
pursuant to which such affiliates of the Sponsor have agreed to, among other things, (i) vote in favor of the Business Combination
Agreement and the transactions contemplated thereby (including the Business Combination), (ii) waive any adjustment to the conversion
ratio set forth in the governing documents of RACA or any other anti-dilution or similar protection with respect to the shares
of Class B common stock (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below)
or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination and (iv) be bound
by certain transfer restrictions with respect to his, her or its shares in RACA prior to the closing of the Business Combination,
in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.
A copy of the Sponsor Letter Agreement
will be filed by Amendment on Form 8-K/A to this Current Report within four (4) business days of the date hereof as Exhibit 10.1
(the terms of which are incorporated herein by reference) and the foregoing description of the Sponsor Letter Agreement is qualified
in its entirety by reference thereto.
PIPE Financing (Private Placement)
Concurrently with the execution of the
Business Combination Agreement, RACA has entered into the Subscription Agreements (the “Subscription Agreements”)
with each of the PIPE Investors (as defined in the Business Combination Agreement), pursuant to which the PIPE Investors have
agreed to subscribe for and purchase, and RACA has agreed to issue and sell to the PIPE Investors, an aggregate of 16,500,000
shares of RACA Class A common stock at a price of $10.00 per share, for aggregate gross proceeds of $165,000,000 (the “PIPE
Financing”). Affiliates of RA Capital Management, L.P., will fund $40,000,000 in the PIPE Financing. The shares of RACA
Class A common stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act when
issued. Such shares of RACA Class A common stock to be issued pursuant to the Subscription Agreements will be issued in reliance
upon the exemption provided in Section 4(a)(2) of the Securities Act. RACA has granted the PIPE Investors certain registration
rights in connection with the PIPE Financing. The consummation of the PIPE Financing is contingent upon, among other things, the
closing of the Business Combination.
The foregoing description of the Subscription
Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements,
a form of which is attached as Exhibit A (the terms of which are incorporated herein by reference) to the Business Combination
Agreement.
POINT Stockholder Transaction Support Agreements
Promptly after signing of the Business
Combination Agreement, each “Company Stockholder” listed on Schedule I attached to the Business Agreement (collectively,
the “Supporting POINT Stockholders”) shall duly execute and deliver to RACA a transaction support agreement
(collectively, the “POINT Stockholder Transaction Support Agreements”), pursuant to which, among other things,
each such Supporting POINT Stockholder would agree to, (a) support and vote in favor of the Business Combination Agreement, the
Ancillary Documents to which POINT is or will be a party and the transactions contemplated hereby and thereby (including the Merger),
and (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective
as of the Closing (as defined in the Business Combination Agreement).
The foregoing description of the POINT
Stockholder Transaction Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions
of the POINT Stockholder Transaction Support Agreements, a form of which is attached as Exhibit C (the terms of which are incorporated
herein by reference) to the Business Combination Agreement.
Amended and Restated Registration and
Stockholder Rights Agreement
The Business Combination Agreement contemplates
that, at the Closing, RACA, the Sponsor, certain former directors of RACA, and certain POINT stockholders will enter into an Amended
and Restated Registration and Stockholder Rights Agreement (the “Registration Rights Agreement”), pursuant
to which New POINT will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New POINT
Common Stock and other equity securities of New POINT that are held by the parties thereto from time to time. The parties will
also agree not to effect any sale or distribution of New POINT equity securities during the 180-day lock-up period described therein.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration
Rights Agreement, a form of which is attached as Exhibit B (the terms of which are incorporated herein by reference) to the Business
Combination Agreement.