Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning the Company, Avenzo, the proposed Merger and other matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the expected distribution and payment of the Cash Distribution and the contingent value rights, including the timing thereof; and other statements that are not historical fact. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company, Avenzo or the proposed Merger will be those that have been anticipated.
The forward-looking statements contained in this communication are based on current expectations and beliefs concerning future developments and their potential effects and therefore subject to other risks and uncertainties. These risks and uncertainties include, but are not limited to, risks associated with the possible failure to satisfy the conditions to the closing or consummation of the Merger, including the Company’s failure to obtain the Required Company Stockholder Vote; risks associated with the uncertainty as to the timing of the consummation of the Merger and the ability of each of the Company and Avenzo to consummate the transactions contemplated by the Merger Agreement; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement prior to the closing or consummation of the Merger; risks associated with the possible failure to realize certain anticipated benefits of the Merger, including with respect to future financial and operating results; the effect of the completion of the Merger on the combined company’s business relationships, operating results and business generally; the outcome of any legal proceedings that may be instituted against the Company, Avenzo or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; changes in the net cash of the Company and the per share amount of the Cash Distribution, each as determined in accordance with the terms of the Merger Agreement, relative to the currently estimated amounts; and those risks and uncertainties and other factors more fully described in filings with the Securities and Exchange Commission (“SEC”), including reports filed on Form 10-K, 10-Q and 8-K and in the registration statement on Form S-4 (the “Form S-4”), which was declared effective by the SEC on October 15, 2026, and which includes a proxy statement/prospectus, the Proxy Statement (as defined below), and in other filings made by the Company with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, and with regard to the proposed Merger, are based on the Company’s current expectations, estimates and projections about the expected date of closing of the proposed Merger and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Such forward-looking statements are made as of the date of this communication, and the Company undertakes no obligation to update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable law.
Participants in the Solicitation
This Current Report on Form 8-K relates to the proposed Merger involving the Company and Avenzo and may be deemed to be solicitation material in respect of the proposed Merger. In connection with the proposed Merger, the Company has filed relevant materials with the SEC, including the Form S-4. The Company has also filed a definitive proxy statement/prospectus (the “Proxy Statement”) with the SEC on October 15, 2026, which was first mailed to the Company’s stockholders on or about October 15, 2026. This Current Report on Form 8-K is not a substitute for the Form S-4, the Proxy Statement or for any other document that the Company has filed or may file with the SEC or send to its stockholders in connection with the proposed Merger. The Company, Avenzo, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed Merger under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Proxy Statement, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the Form S-4, the Proxy Statement and other relevant materials filed with the SEC. You may obtain free copies of this document as described below. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE FORM S-4, THE
