Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on June 29, 2021, FS Development Corp. II, a Delaware
corporation (the "Company"), entered into an agreement and plan of merger (the
"Merger Agreement") by and among the Company, Orchard Merger Sub, Inc., a
Delaware corporation ("Merger Sub"), Pardes Biosciences, Inc., a Delaware
corporation ("Pardes") and Shareholder Representative Services LLC, solely in
its capacity as the representative, agent and attorney-in-fact of the
securityholders of Pardes (in such capacity, the "Stockholders'
Representative"). The Merger Agreement provides, among other things, that on the
terms and subject to the conditions set forth therein, Merger Sub will merge
with and into Pardes, with Pardes surviving as a wholly-owned subsidiary of the
Company (the "Merger"). Upon the closing of the Merger (the "Closing"), it is
anticipated that the Company will change its name to "Pardes Biosciences, Inc."
and is referred to herein as "New Pardes" as of the time following such change
of name.
On September 1, 2021, a firm representing a purported stockholder of the Company
sent a letter to the Company's board of directors claiming that the board of
directors is improperly denying the Company's Class A common stockholders the
right under Delaware law to a separate class vote with respect to the Company's
proposal to increase the number of authorized shares of the Company's Class A
common stock in connection with the Company's proposed business combination with
Pardes. While the Company believes that no such separate class vote is required
and that the claims and allegations in the September 1, 2021 letter are without
merit, on November 7, 2021, pursuant to Section 12.2(a) of the Merger Agreement,
the Company, Pardes, Merger Sub and the Stockholders' Representative entered
into Amendment No. 1 to the Merger Agreement (the "Amendment"). The Amendment
provides, among other things, that the holders of the Company's Class A common
stock shall separately vote on the proposal to increase the number of authorized
shares of the Company's Class A common stock (the "Class A Vote Proposal").
Approval of the Class A Vote Proposal is not a condition to the closing of the
transactions contemplated by the Merger Agreement.
Other than as modified pursuant to the Amendment, the Merger Agreement remains
in full force and effect. The foregoing descriptions of the Amendment and the
Merger Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Amendment, the form of which is
filed as Exhibit 2.1 hereto and the terms of which are incorporated herein by
reference, and of the Merger Agreement, a copy of which was filed as Exhibit 2.1
to the Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the "SEC") by the Company on June 29, 2021, and is incorporated
herein by reference.
Important Information About the Merger and Where to Find It
In connection with the Merger Agreement, the Company has filed with the SEC a
registration statement on Form S-4, which includes a description of the terms of
the business and 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 shareholder meeting of the Company to vote on the
business combination. Before making a voting decision, investors, shareholders
and other interested persons of the Company are urged to read the preliminary
proxy statement/prospectus as well as other documents filed with the SEC because
these documents will contain important information about the Company, Pardes and
the business combination. After the registration statement is declared
effective, the definitive proxy statement/prospectus to be included in the
registration statement will be mailed to shareholders of the Company as of a
record date to be established for voting on the proposed business combination.
Once available, shareholders will also be able to obtain a copy of the Form S-4,
including the proxy statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: FS Development Corp. II, Attn:
Secretary, 900 Larkspur Landing Circle, Suite 150, Larkspur, California 94939.
The preliminary and definitive proxy statement/prospectus included in the
registration statement can also be obtained, without charge, at the SEC's
website (www.sec.gov).
Participants in the Solicitation
The Company and Pardes and their respective directors and executive officers may
be considered participants in the solicitation of proxies with respect to the
proposed business combination described in this Current Report under the rules
of the SEC. Information about the directors and executive officers of the
Company is set forth in the filed registration statement on Form S-4 containing
the proxy statement/prospectus for the proposed business combination, and is
available free of charge at the SEC's website at www.sec.gov or by directing a
request to: FS Development Corp. II, Attn: Secretary, 900 Larkspur Landing
Circle, Suite 150, Larkspur, California 94939.
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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 New Pardes and the benefits of the business
combination, as well as statements about the potential attributes and benefits
of Pardes' product candidates and the format and timing of Pardes' 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 the Company's
shareholders or satisfy other closing conditions in the Merger Agreement, the
occurrence of any event that could give rise to the termination of the Merger
Agreement, the ability to recognize the anticipated benefits of the business
combination, the outcome of any legal proceedings that may be instituted against
the Company or Pardes, development of competing therapeutic treatments for
COVID-19 on Pardes' business and/or the ability of the parties to complete the
business combination, the ability to obtain or maintain the listing of the
Company'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 the Company or Pardes 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 registration statement on Form S-4 filed by the Company with the
SEC and those included under the header "Risk Factors" in the final prospectus
of the Company related to its initial public offering. Most of these factors are
outside the Company's and Pardes' 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 any
such state or jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of 1933, as
amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Amendment No. 1 to Merger Agreement, dated as of November 7, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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