| Item 1.02 |
Termination of a Material Definitive Agreement. |
Vincerx Pharma, Inc. (the “Company”) and VNRX, Inc., its wholly-owned subsidiary, were parties to that certain License Agreement, dated
October 7, 2020, as amended (the “License Agreement”), with Bayer Aktiengesellschaft and Bayer Intellectual Property GmbH (collectively, “Bayer”). As a result of the approval by the Company’s board of directors of the
dissolution and liquidation of the Company (the “Dissolution”) and the winding down of its operations, in accordance with the terms of the License Agreement, the License Agreement has been terminated, effective as of June 25, 2025. In
connection with such termination, rights to all technology, know-how, and intellectual property licensed to the Company from Bayer under the License Agreement have reverted to Bayer and its licensors.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
(b) As a result of the pending Dissolution of the Company and the
winding down of its operations, Dr. Ahmed M. Hamdy, Laura I. Bushnell, Dr. Brian J. Druker, Dr. John H. Lee, Francisco D. Salva, and Dr. Ruth E. Stevens resigned as members of the Company’s board of
directors and all committees thereof effective June 30, 2025. The decision of these directors to resign from the board of directors was due solely to the pending Dissolution of the Company and winding down of its operations and was not related
to any disagreement with the Company on any matter relating to its operations, policies, or practices. Following these resignations, the size of the board of directors was reduced to one. Dr. Raquel E. Izumi, the Company’s Acting
Chief Executive Officer, is the sole remaining director of the Company.
On July 7, 2025, the Company issued a press release providing updated information regarding the Special Meeting of Stockholders of the Company, as
adjourned, to be held at 10:00 a.m., Pacific time, on July 16, 2025, to consider the proposal to approve the Dissolution pursuant to the Plan of Liquidation and Dissolution (the “Dissolution Proposal”). In this press release, the
Company (i) provided an estimated range of between $0.04 to $0.08 per share of its outstanding common stock, based on the Company’s current estimates and assumptions, that could potentially be available for distribution following approval
of the Dissolution Proposal to stockholders of record as of the record date for any such distribution, (ii) urged stockholders to vote FOR the Dissolution Proposal, (iii) warned that delays in approving the Dissolution Proposal
would result in continued operating costs and expenses, reducing or eliminating any funds available for distribution to stockholders, and (iv) stated that approval of the Dissolution Proposal would help facilitate recognition by U.S.
stockholders of any potential tax losses for U.S. federal income tax purposes. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements, which are based on certain assumptions and describe future plans,
strategies, expectations and events and include, but are not limited to, statements about the reasons for approving, and the consequences of failing to approve, the Dissolution; the amounts potentially available for distribution to stockholders; and
the potential tax benefits to stockholders of approving the Dissolution Proposal. Forward-looking statements involve risks and uncertainties that may cause actual results or performance to differ materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, risks involved in dissolving, liquidating, and winding down the Company’s business and affairs; the timing or amount of distributions, if any,
to Vincerx’s stockholders, and the accuracy of, and changes to, the assumptions used in estimating such amounts; the Company’s operating costs and expenses, including any unexpected costs, expenses, or claims; the ability to obtain
stockholder approval of the Dissolution Proposal and the timeliness of such approval; the risk that the Company may need to seek alternatives to the Dissolution, including seeking protection of the bankruptcy court; and the other factors discussed
in the Company’s reports, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and subsequent reports filed with the Securities and Exchange Commission. All
forward-looking statements are based on information available to the Company as of the date of this report. The Company undertakes no duty or obligation to update these forward-looking statements, whether as a result of new information, future
events, or otherwise, except as required by law.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
| Exhibit
No. |
|
Description |
|
|
| 99.1 |
|
Press Release of Vincerx Pharma, Inc. issued July 7, 2025. |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
