Sio Gene Therapies Inc. Announces Board Approval of Plan of Complete Liquidation and Dissolution
December 14 2022 - 4:49PM
Sio Gene Therapies Inc. (Nasdaq:SIOX) today announced that its
Board of Directors has determined, after extensive and careful
consideration of potential strategic alternatives, that it is in
the best interests of the Company and its shareholders to dissolve
the Company and liquidate its assets, including its subsidiaries.
"After evaluating the Company's strategic options,
the Board of Directors unanimously concluded that it is in the best
interests of the shareholders to dissolve and liquidate the
Company," stated David Nassif, Chief Executive Officer. "The Board
of Directors and management, together with its external advisors,
devoted substantial time and effort in identifying and pursuing
opportunities to enhance shareholder value; however, that process
did not yield a potential transaction which the Board viewed as
reasonably likely to provide greater realizable value to its
shareholders than the complete dissolution and liquidation of the
Company."
Plan of Liquidation and
Dissolution
The Board of Directors has unanimously approved
the dissolution and liquidation of the Company, subject to
shareholder approval, pursuant to a Plan of Complete Liquidation
and Dissolution (the “Plan of Dissolution”). The Company intends to
call a special meeting of its shareholders in the first calendar
quarter of 2023 to seek approval of the Plan of Dissolution and
will file proxy materials relating to the special meeting with the
Securities and Exchange Commission (the “SEC”) as soon as
practicable.
The Plan of Dissolution contemplates an orderly
wind down of the Company's business and operations. If the
Company's shareholders approve the Plan of Dissolution, the Company
intends to file a certificate of dissolution, delist its shares of
common stock from The Nasdaq Capital Market, satisfy or resolve its
remaining liabilities and obligations, including but not limited to
contingent liabilities and claims and costs associated with the
dissolution and liquidation, make reasonable provisions for unknown
claims and liabilities, attempt to convert all of its remaining
assets into cash or cash equivalents, and make distributions to its
shareholders of remaining cash available for distribution based
upon their proportionate ownership at the time of the filing of the
certificate of dissolution, subject to applicable legal
requirements. Upon the filing of the certificate of dissolution,
the Company intends to cease trading in its common stock, close its
stock transfer books and discontinue recording transfers of shares
of its capital stock, in accordance with applicable law.
The Company will establish a reserve, which will
be used to pay all expenses (including operating expenses up until
the filing of the certificate of dissolution) and other known, non-
contingent liabilities and obligations, and will include reasonable
provision for future expenses of liquidation and contingent and
unknown liabilities as required by Delaware law. Based on this
estimated reserve, the Company will subsequently make liquidating
distributions to shareholders as soon as practicable following the
filing of the certificate of dissolution. The Company will provide
an estimate of such amounts in the proxy materials to be filed with
the SEC. The amount actually distributable to shareholders,
however, may vary substantially from any estimate provided by the
Company based on a number of factors.
IMPORTANT ADDITIONAL INFORMATION AND WHERE
TO FIND IT
In connection with the proposed Plan of
Dissolution, the Company intends to file with the SEC a proxy
statement and other relevant materials. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO,
ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED
MATTERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT SIO GENE THERAPIES, INC., THE PLAN OF DISSOLUTION AND RELATED
MATTERS. Shareholders may obtain a free copy of the proxy statement
and the other relevant materials (when they become available), and
any other documents filed by the Company with the SEC, at the SEC's
website at http://www.sec.gov or on the "Investors" section of
Sio’s website at www.siogtx.com.
Participants in the
Solicitation
Sio and its executive officers and directors may
be deemed to be participants in the solicitation of proxies from
its shareholders with respect to the proposed Plan of Dissolution
and related matters. And any other matters to be voted on at the
special meeting of shareholders. Information regarding the names,
affiliations and interests of such directors and executive officers
will be included in the proxy statement (when available).
Additional information regarding such directors and executive
officers is included in Sio’s Annual Report on Form 10-K for the
fiscal year ended March 31, 2022, which was filed with the SEC on
June 14, 2022.
Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies of
Sio’s shareholders in connection with the Plan of Dissolution and
related matters and any other matters to be voted upon at the
special meeting will be set forth in the proxy statement (when
available). These documents are available free of charge as
described in the preceding section.
Cautionary Statement About Forward-Looking
Statements
This press release contains forward-looking
statements for the purposes of the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995 and other federal
securities laws. The use of words such as "expect," "estimate,"
"may" and other similar expressions are intended to identify
forward-looking statements. For example, all statements Sio makes
regarding the proposed dissolution pursuant to the Plan of
Dissolution, timing of filing of the certificate of dissolution and
holding a special shareholder meeting to approve the Plan of
Dissolution, the amount and timing of liquidating distributions, if
any, in connection with the dissolution, the amount of planned
reserves, and similar statements are forward-looking. All
forward-looking statements are based on estimates and assumptions
by Sio’s management that, although Sio believes to be reasonable,
are inherently uncertain. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially from those that Sio expected. Such risks and
uncertainties include, among others, the availability, timing and
amount of liquidating distributions; the amounts that will need to
be set aside by Sio; the adequacy of such reserves to satisfy Sio’s
obligations; potential unknown contingencies or liabilities,
including tax claims, and Sio’s ability to favorably resolve them
or at all; the amount of proceeds that might be realized from the
sale or other disposition of any remaining assets; the application
of, and any changes in, applicable tax laws, regulations,
administrative practices, principles and interpretations; the
incurrence by Sio of expenses relating to the dissolution; the
ability of the board of directors to abandon, modify or delay
implementation of the Plan of Dissolution, even after shareholder
approval; and the uncertain macroeconomic environment. These
statements are also subject to a number of material risks and
uncertainties that are described in Sio’s most recent Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 10, 2022, as updated by its subsequent
filings with the SEC. Any forward-looking statement speaks only as
of the date on which it was made. Sio undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except as
required by law.
Contacts:Media, Investors
and AnalystsDavid W. NassifSio Gene Therapies Inc.Chief
Executive Officer and Chief Financial
Officerdavid.nassif@siogtx.com
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