Point Biopharma Inc. entered into a non-binding letter of intent to acquire Therapeutics Acquisition Corp. from Therapeutics Acquisition Holdings LLC and other shareholders in a reverse merger transaction.
The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) 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 this Agreement shall be pending or in effect; (c) the Registration Statement / Proxy Statement shall have become effective; (d) RACA's initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Effective Time, RACA shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and RACA shall not have received any notice of non- compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the RACA Shares to be issued pursuant to the Merger and the transactions contemplated by this Agreement shall have been approved for listing on Nasdaq; (e) after giving effect to the transactions contemplated hereby, RACA shall have at least $5,000,001 of net tangible assets immediately after the Effective Time; (f) the Registration and Stockholder Rights Agreement duly executed by the stockholders of the Company set forth therein. The deal is subject to approval of both Therapeutics Acquisition's and POINT's shareholders. The boards of directors of POINT have approved the proposed transaction. The boards of directors of Therapeutics Acquisition have unanimously approved the transactions. On June 9, 2021, Therapeutics Acquisition announcing that its registration statement on Form S-4 (as amended, the Registration Statement) has been declared effective by the SEC. The transaction was approved at a special meeting of stockholders of Therapeutics Acquisition Corp. held on June 29, 2021. The transaction is expected to be completed by mid-year 2021. As of April 29, 2021, the Business Combination is expected to close in May 2021. As of June 9, 2021, the transaction is expected to be completed by September 15, 2021.
Perella Weinberg Partners LP is acting as lead financial advisor whereas Jay Jay Knight, Jonathan Stanley, Susan Sidwell, Tatjana Paterno, Andrew Hard, Lauren Brown, James Litzow, Lora Wuerdeman, Mary Lindsey Hannahan, Dixon Babb, Curtis Capeling, Shelley Thomas, Shu Chen, Caitlin Wilkinson, Clint Hermes, Amy Morgan, Angelique Salib, Bryan Metcalf , Doug Dahl, Curtis Fisher, Brett Good, Lymari Cromwell and Lucas Smith of Bass, Berry & Sims PLC acting as lead legal counsels to POINT. Jefferies LLC is acting as lead financial and Jocelyn Arel, Dan Espinoza, Blake Liggio & Laurie Burlingame of Goodwin Procter LLP acting as lead legal counsels to Therapeutics Acquisition. Continental Stock Transfer & Trust Company acted as transfer agent Therapeutics Acquisition. Morrow Sodali LLC acted as proxy solicitor to Therapeutics Acquisition and Therapeutics Acquisition has agreed to pay $30,000.