Conference Call Transcript
On June 3, 2019, the Company and Brickell Biotech held a conference call regarding the Merger Agreement and the transactions contemplated thereby. The
conference call transcript contains statements intended as forward-looking statements which are subject to the cautionary statements about forward-looking statements set forth therein. The conference call transcript is attached hereto as
Exhibit 99.2 and is posted on the Companys website.
Investor Presentation
On June 3, 2019, the Company made available an investor presentation relating to Brickell Biotech and the transactions contemplated by the Merger
Agreement on its website. The investor presentation contains statements intended as forward-looking statements which are subject to the cautionary statements about forward-looking statements set forth therein. The investor presentation
is attached hereto as Exhibit 99.3.
Forward Looking Statements
This report contains forward-looking statements, including, without limitation, statements related to the potential closing date of the Merger, the
amount of the combined companys cash balance at closing, the potential receipt of additional R&D funding and the timing thereof, the potential benefits of the Merger or of Brickell Biotechs product candidates, the anticipated
ownership of the combined company, the anticipated timing, scope and design of future clinical trials and the prospects for commercializing any product candidates, that are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. In addition, when or if used herein, the words may, could, should, anticipate, believe, estimate, expect, intend,
plan, predict and similar expressions and their variants, as they related to the Company, Brickell Biotech or the management of either company, before or after the Merger, may identify forward-looking statements.. These
forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time, often in unanticipated ways. Important factors that may cause actual results to differ materially from the results discussed in the
forward-looking statements or historical experience include risks and uncertainties, including the timing and completion of the Merger, the parties ability to satisfy the closing conditions of the Merger and Funding Agreement, whether or when
the combined company will achieve any of the milestones in the Funding Agreement, potential delays in product development, unanticipated demands on cash resources, risks associated with developing, obtaining regulatory approval for and
commercializing novel therapeutics and whether any anticipated benefits of the Merger will be realized. There can be no assurance that the Company will be able to complete the transactions contemplated by the Merger Agreement, or the Funding
Agreement, on the anticipated terms, or at all. Additional risks and uncertainties relating to the Company and its business can be found under the caption Risk Factors and elsewhere in the Companys filings and reports with the
Securities and Exchange Commission (the SEC), including in the Companys Quarterly Report on Form
10-Q,
filed with the SEC on May 2, 2019. The forward-looking statements contained herein
represent the estimates of the Company as of the date hereof only, and the Company specifically disclaims any duty or obligation to update forward-looking statements.
Additional Information and Where You Can Find It
The Merger Agreement, the Support Agreements and the
Lock-Up
Agreements (the Transaction Agreements), and
the foregoing description of the Transaction Agreements, have been included to provide investors and stockholders with information regarding the terms of the Transaction Agreements.
The assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure
schedules delivered by each of the Company and Brickell Biotech to the other party, respectively, in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a
specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement.
Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of the Company at the time they were made and should consider the
information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company in the Companys public reports filed with the SEC. Information concerning the subject matter of the representations and warranties
may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Companys public disclosures.