Item 8.01 Other Events
On March 15, 2021, Therapeutics
Acquisition Corp. d/b/a Research Alliance Corp I. (“RACA”) and POINT Biopharma Inc. (“POINT”) announced the execution
of definitive Business Combination Agreement, by and among RACA, Bodhi Merger Sub, Inc. and POINT (as it may be amended, supplemented
or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides,
among other things, that on the terms and subject to the conditions set forth therein, Bodhi Merger Sub, Inc. will merge with and
into POINT, with POINT surviving as a wholly-owned subsidiary of RACA (the “Business Combination”).
In connection with the Business
Combination, RACA filed a registration statement on Form S-4 (333-254600) (as amended the “Registration Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”). On June 9, 2021, the Registration Statement was declared effective
by the SEC. On June 9, 2021, RACA filed a definitive proxy statement/prospectus relating to RACA’s special meeting of stockholders
in lieu of the 2021 annual meeting (the “RACA Special Meeting”) to be held on June 29, 2021, to consider matters and
transactions relating to the Business Combination (the “Defintive Proxy Statement/Prospectus”).
Since the initial filing
of the Registration Statement, three purported stockholders of RACA sent demand letters (the “Demand Letters”) requesting
that RACA provide additional disclosures in an amendment to the Registration Statement. RACA believes that the allegations in the Demand
Letters are meritless and no additional disclosure is required in the Registration Statement. However, in order to avoid nuisance, cost
and distraction, and to preclude any efforts to delay the closing of the Business Combination, RACA hereby voluntarily amends and supplements
the Definitive Proxy Statement/Prospectus with the supplemental disclosures (the “Supplemental Disclosures”) set forth below
in this Current Report on Form 8-K (this “Report”). RACA and the RACA Board deny any liability or wrongdoing in connection
with the Definitive Proxy Statement/Prospectus, and nothing in this Report should be construed as an admission of the legal necessity
or materiality under applicable laws of any of the Supplemental Disclosures.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY
STATEMENT/PROSPECTUS
The Supplemental Disclosures
should be read in conjunction with the Definitive Proxy Statement/Prospectus, which should be read in its entirety and is available free
of charge on the SEC’s website at http://www.sec.gov. Page number references below are to page numbers in the Definitive
Proxy Statement/Prospectus, and capitalized terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement/Prospectus.
To the extent the information in the Supplemental Disclosures differs from or conflicts with the information contained in the Definitive
Proxy Statement/Prospectus, the information set forth in the Supplemental Disclosures shall be deemed to supersede the respective information
in the Definitive Proxy Statement/Prospectus. Underlined text shows text being added to a referenced disclosure in the Definitive Proxy
Statement/Prospectus.
The disclosure on page 106 of the Definitive
Proxy Statement/Prospectus is hereby supplemented by amending and restating the first paragraph as follows:
Between January 5, 2021 and January 13,
2021, Mr. Simson and Tess Cameron, in their capacity as advisors to RACA, and members of the POINT management team, with the
assistance of Perella Weinberg, exchanged e-mails, calls, and conducted videoconferences regarding preliminary due diligence matters and
preliminary valuation discussions.
The disclosure on page 106 of the Definitive
Proxy Statement/Prospectus is hereby supplemented by amending and restating the fifth paragraph as follows:
On January 26, 2021,
Mr. Simson sent a revised term sheet to representatives of POINT’s financial advisor, Perella Weinberg, which proposed, among
other things, a valuation of POINT vested equity of $520.1 million, which is consistent with $565 million inclusive of unvested equity,
a PIPE Investment of $137.5 million, $40 million of which would be funded by an affiliate of the Sponsor, and a mutual closing condition
that an amount of cash available to the combined company from RACA’s “trust account” (after
giving effect to redemptions by RACA public shareholders) and the PIPE Investment be at least $250 million. POINT indicated that they
could not move forward at such a valuation and cited numerous factors they believed should contribute to a higher valuation, including
pipeline program PNT2003 and manufacturing capabilities. After careful consideration of transaction comparables, recent oncology IPOs,
and POINT’s pipeline and manufacturing capabilities, RACA determined that a $585 million equity value, exclusive of unvested equity,
was an appropriate equity value. See the sections titled “The Board’s Reasons for the Business Combination”
and “Business Combination Proposal — Summary of RACA Financial Analysis — Precedent Transaction
Comparables” for additional information regarding the precedent transaction comparables analyses that the Board considered as
well as the post-money IPO valuation analysis prepared by the RACA management team.
The disclosure on page 107 of the Definitive Proxy Statement/Prospectus
is hereby supplemented by amending and restating the fourth paragraph as follows:
On February 9, 2021, RACA and Jefferies LLC
(“Jefferies”) agreed that Jefferies would act as RACA’s financial advisor in connection with the Business Combination
and as its placement agent for the PIPE Investment. Jefferies was selected by the Board due to its status as an internationally recognized
investment banking firm with substantial experience in prior successful SPAC business combinations and in the healthcare industry. Jefferies
will be entitled to customary fees in its capacity as financial advisor to RACA in connection with the Business Combination and as capital
markets advisor for the syndication process of the PIPE Investment, with payment due at, and conditioned upon, the closing of the Business
Combination.
Important Information About the Merger and Where to Find It
A full description of the
terms of the Business Combination is provided in the registration statement on Form S-4 (the “S-4 Registration Statement”)
filed with the SEC by RACA, which includes a prospectus with respect to the combined company’s securities to be issued in connection
with the Business Combination and a proxy statement with respect to the stockholder meeting of RACA to vote on the Business Combination.
RACA urges its investors, stockholders and other interested persons to read the definitive proxy statement/prospectus as well as other
documents filed with the SEC because these documents will contain important information about RACA, POINT and the Business Combination.
The definitive proxy statement/prospectus included in the S-4 Registration Statement was mailed on or about June 9, 2021 to RACA
stockholders of record as of the close of business on June 4, 2021. Stockholders are also able to obtain a copy of the S-4 Registration
Statement, including the definitive proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a
request to: Therapeutics Acquisition Corp., 200 Berkeley Street, 18th Floor, Boston, Massachusetts 02116. The definitive proxy
statement/prospectus included in the S-4 Registration Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
RACA and POINT and their
respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Business
Combination under the rules of the SEC. Information about the directors and executive officers of RACA is set forth in RACA’s
final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act on July 9, 2020, and is available free
of charge at the SEC’s website at www.sec.gov or by directing a request to: Therapeutics Acquisition Corp., 200 Berkeley Street,
18th Floor, Boston, Massachusetts 02116. Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of RACA’s stockholders in connection with the proposed Business Combination are set forth in the
S-4 Registration Statement containing the proxy statement/prospectus for the proposed Business Combination. These documents can be obtained
free of charge from the sources indicated above.
Forward Looking Statements
This Current Report contains
forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing” or the negative of
these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve
risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially
different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable
basis for each forward-looking statement contained in this Current Report, we caution you that these statements are based on a combination
of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements
in this Current Report include, but are not limited to, statements regarding the proposed Business Combination, including the timing and
structure of the Business Combination, the proceeds of the Business Combination, the initial market capitalization of the combined company
following the Closing and the benefits of the Business Combination, as well as statements about the potential attributes and benefits
of POINT’s product candidates and the format and timing of POINT’s product development activities and clinical trials. We
cannot assure you that the forward-looking statements in this Current Report will prove to be accurate. These forward-looking statements
are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results,
including, among others, the ability to complete the Business Combination due to the failure to obtain approval from RACA’s stockholders
or satisfy other closing conditions in the Business Combination Agreement, the occurrence of any event that could give rise to the termination
of the Business Combination Agreement, the ability to recognize the anticipated benefits of the Business Combination, the outcome of any
legal proceedings that may be instituted against RACA or POINT following announcement of the proposed Business Combination and related
transactions, the impact of COVID-19 on POINT’s business and/or the ability of the parties to complete the Business Combination,
the ability to obtain or maintain the listing of RACA’s common stock on Nasdaq following the proposed Business Combination, costs
related to the proposed Business Combination, changes in applicable laws or regulations, the possibility that RACA or POINT may be adversely
affected by other economic, business, and/or competitive factors, and other risks and uncertainties, including those included under the
header “Risk Factors” in the S-4 Registration Statement filed by RACA with the SEC and those included under the header “Risk
Factors” in the final prospectus of RACA related to its initial public offering. Most of these factors are outside RACA’s
and POINT’s control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy
may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements
as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or
at all. The forward-looking statements in this Current Report represent our views as of the date of this Current Report. We anticipate
that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements
at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore,
not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Current Report.
No Offer or Solicitation
This Current Report is not
a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business
Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.