Cyteir Therapeutics Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits
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Item 1.02 Termination of Material Definitive Agreement
Immediately following the filing of the Certificate of Dissolution (as defined below) with the Secretary of State of the State of Delaware, Cyteir Therapeutics, Inc. (the “Company”) terminated the Company’s Amended and Restated 2012 Stock Incentive Plan, the Company’s 2021 Equity Incentive Plan and the Company’s 2021 Employee Stock Purchase Plan.
Item 3.03 Material Modification to Rights of Security Holders.
As contemplated by the Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”) previously approved by the Company’s board of directors (the “Board”) on September 7, 2023 and the Company’s stockholders on November 16, 2023, the Company filed a certificate of dissolution (the “Certificate of Dissolution”) with the Secretary of State of the State of Delaware on March 20, 2024. The Certificate of Dissolution, which became effective upon filing, provides for the dissolution of the Company under the General Corporation Law of the State of Delaware (the “Dissolution”). For additional information regarding the Plan of Dissolution and the Dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 12, 2023.
In connection with the effectiveness of the Certificate of Dissolution, the Board fixed March 20, 2024 as the record date for determining stockholders entitled to receive any future distributions of available assets (the “Common Stock Liquidation Distributions”). Accordingly, the Company instructed its transfer agent to close its stock transfer books and discontinue recording transfers of the Company’s common stock, $0.001 par value per share (the “Common Stock”), effective as of the close of business on March 20, 2024 and to notify DTC of the same. As a result, the Common Stock will no longer be assignable or transferable on the Company’s books, other than transfers by will, intestate succession or operation of law.
The Company currently estimates that the aggregate amount of cash that will be available for the Common Stock Liquidation Distributions will be in the range of between $3.10 and $3.16 per share of Common Stock. These amounts may be paid in one or more distributions. The Company currently estimates that it will make its first distribution during the second quarter of 2024.
A copy of the Certificate of Dissolution is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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4.1 |
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Certificate of Dissolution |
104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CYTEIR THERAPEUTICS, INC. |
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Date: |
March 20, 2024 |
By: |
/s/ David Gaiero |
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Name: David Gaiero |