Homology Medicines Declares Distribution to Common Stockholders
March 18 2024 - 4:30PM
Homology Medicines, Inc. (Nasdaq: FIXX) today announced that it
declared a distribution to its common stockholders of record as of
the close of business on March 21, 2024 of the right to receive one
contingent value right (CVR) for each outstanding share of Homology
common stock held by such stockholder as of such record date. The
payment date for such distribution is expected to be March 27, 2024
(three business days after the expected closing of the merger on
March 22, 2024). Each CVR represents the non-transferable
contractual right to receive certain contingent payments upon the
occurrence of certain events within agreed time periods as provided
in the merger agreement and agreement governing the CVRs.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this filing may be considered
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, including statements
regarding the proposed transaction involving Homology and Q32,
including the conditions to, and timing of, closing of the proposed
transaction, the parties’ ability to consummate the proposed
transaction, among others. Forward-looking statements generally
include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as
“may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,”
“likely,” “believe,” “estimate,” “project,” “intend,” and other
similar expressions among others. Statements that are not
historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are
subject to risks and uncertainties and are not guarantees of future
performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various
factors, including, without limitation: (i) the risk that the
conditions to the closing of the proposed transaction are not
satisfied, including the failure to timely or at all obtain
stockholder approval for the proposed transaction or the failure to
timely or at all obtain any required regulatory clearances; (ii)
uncertainties as to the timing of the consummation of the proposed
transaction and the ability of each of Homology and Q32 to
consummate the proposed transaction; (iii) the ability of Homology
and Q32 to integrate their businesses successfully and to achieve
anticipated synergies; (iv) the possibility that other anticipated
benefits of the proposed transaction will not be realized,
including without limitation, anticipated revenues, expenses,
earnings and other financial results, and growth and expansion of
the combined company’s operations, and the anticipated tax
treatment of the combination; (v) potential litigation relating to
the proposed transaction that could be instituted against Homology,
Q32 or their respective directors; (vi) possible disruptions from
the proposed transaction that could harm Homology’s and/or Q32’s
respective businesses; (vii) the ability of Homology and Q32 to
retain, attract and hire key personnel; (viii) potential adverse
reactions or changes to relationships with customers, employees,
suppliers or other parties resulting from the announcement or
completion of the proposed transaction; (ix) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect
Homology’s or Q32’s financial performance; (x) certain restrictions
during the pendency of the proposed transaction that may impact
Homology’s or Q32’s ability to pursue certain business
opportunities or strategic transactions; (xi) the combined
company’s need for additional funding, which may not be available;
(xii) failure to identify additional product candidates and develop
or commercialize marketable products; (xiii) the early stage of the
combined company’s development efforts; (xiv) potential unforeseen
events during clinical trials could cause delays or other adverse
consequences; (xv) risks relating to the regulatory approval
process; (xvi) interim, topline and preliminary data may change as
more patient data become available, and are subject to audit and
verification procedures that could result in material changes in
the final data; (xvii) Q32’s product candidates may cause serious
adverse side effects; (xviii) inability to maintain our
collaborations, or the failure of these collaborations; (xix) the
combined company’s reliance on third parties, including for the
manufacture of materials for our research programs, preclinical and
clinical studies; (xx) failure to obtain U.S. or international
marketing approval; (xxi) ongoing regulatory obligations; (xxii)
effects of significant competition; (xxiii) unfavorable pricing
regulations, third-party reimbursement practices or healthcare
reform initiatives; (xxiv) product liability lawsuits; (xxv)
securities class action litigation; (xxvi) the impact of the
COVID-19 pandemic and general economic conditions on our business
and operations, including the combined company’s preclinical
studies and clinical trials; (xxvii) the possibility of system
failures or security breaches; risks relating to intellectual
property; (xxviii) significant costs incurred as a result of
operating as a public company; (xxix) whether the Company will meet
the minimum bid price requirement during any compliance period or
otherwise in the future, whether the Company will otherwise
continue to meet the Nasdaq listing standards and whether the
Company would be successful in any Nasdaq appeal process and (xxx)
such other factors as are set forth in Homology’s periodic public
filings with the Securities and Exchange Commission (SEC),
including but not limited to those described under the heading
“Risk Factors” in Homology’s Annual Report on Form 10-K for the
year ended December 31,2023 and the registration statement on Form
S-4 filed by Homology with the SEC. Homology can give no assurance
that the conditions to the proposed transaction will be satisfied.
Except as required by applicable law, Homology undertakes no
obligation to revise or update any forward-looking statement, or to
make any other forward-looking statements, whether as a result of
new information, future events or otherwise.
About Homology Medicines
Homology Medicines, Inc. is a clinical-stage genetic medicines
company historically focused on transforming the lives of patients
suffering from rare diseases, by addressing the underlying cause of
the disease. Homology Medicines has gene editing and gene therapy
clinical-stage programs in phenylketonuria (PKU) and Hunter
syndrome (MPS II), a preclinical pipeline that includes a gene
therapy candidate for metachromatic leukodystrophy and a GTx-mAb
(vectorized antibody) candidate for paroxysmal nocturnal
hemoglobinuria, as well as intellectual property on its family of
15 adeno- associated viruses (AAVHSCs). Homology Medicines is not
currently pursuing further development of these programs and is
pursuing strategic options for the Company and its programs and
platform technology. Additionally, the Company has an ownership
stake in Oxford Biomedica (US) LLC (formerly Oxford Biomedica
Solutions LLC), an AAV manufacturing company based on Homology
Medicines’ internal process development and manufacturing formed as
a joint venture between Homology Medicines and Oxford Biomedica
plc. For more information, visit www.homologymedicines.com.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made, except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Homology Contact:Paul AllowayPresident and
Chief Operating Officer(781)
327-2633palloway@homologymedicines.com
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