UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2022
PHOENIX BIOTECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-40877 | 87-1088814 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
2201 Broadway, Suite 705, Oakland, CA | 94612 | |
(Address of principal executive offices) | (Zip Code) |
(215) 731-9450
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | PBAXU | NASDAQ Global Market | ||
Class A common stock, par value $0.0001 per share | PBAX | NASDAQ Global Market | ||
Warrants, each whole warrant exercisable for one share of Class A common stock | PBAXW | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02. | Termination of a Material Definitive Agreement |
As previously disclosed, on October 30, 2022, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, OM Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Intrinsic Medicine, Inc., a Delaware corporation (“Intrinsic”). Defined terms used herein without definition shall have the meanings given in the Business Combination Agreement and all references to “Sections” refer to the Business Combination Agreement.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2022 (the “Form 8-K”), and is incorporated by reference herein.
Termination of the Business Combination Agreement
On December 6, 2022 (the “Termination Date”), the Company and Intrinsic entered into a Termination Agreement (the “Termination Agreement”), a copy of which is filed as Exhibit 2.1 hereto, which among other things provides for the mutual termination of the Business Combination Agreement pursuant to Section 7.1(a) of the Business Combination Agreement. No termination fee or other payment is due to any party to the Business Combination Agreement from any of the other parties as a result of the termination.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Termination of Related Agreements
Sponsor Support Agreement
The Sponsor Support Agreement, dated as of October 30, 2022 (the “Sponsor Support Agreement”), by and among the Company, Intrinsic, Phoenix Biotech Sponsor, LLC, a Delaware limited liability company, and each of the Company’s officers and directors, automatically terminated in accordance with its terms upon the termination of the Business Combination Agreement. No termination fee or other payment is due to any party to the Sponsor Support Agreement from any of the other parties as a result of the termination.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreement, which was previously filed as Exhibit 10.1 to the Form 8-K and is incorporated by reference herein.
Intrinsic Support Agreements
The support agreements, dated as of October 30, 2022 (the “Intrinsic Support Agreements”), by and among the Company, Intrinsic and certain Intrinsic stockholders, automatically terminated in accordance with their terms upon the termination of the Business Combination Agreement. No termination fee or other payment is due to any party to any Intrinsic Support Agreement from any of the other parties as a result of the termination.
The foregoing description of the Intrinsic Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreements, which were previously filed as Exhibits 10.2, 10.3, 10.4 and 10.5 to the Form 8-K and are incorporated by reference herein.
Item 7.01. | Regulation FD Disclosure |
On December 5, 2022, the Company and Intrinsic jointly released a press release announcing the termination of the Business Combination Agreement. A copy of such press release is attached hereto as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict; (iii) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (iv) risks related to biotechnology, industry and regulations; (xvii) changes in laws and regulations; and (v) those factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in each case, under the heading “Risk Factors,” and other documents of the Company to be filed with the SEC, including the proxy statement / prospectus. If any of these risks materialize or the Company assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Exhibit | |
2.1 | Termination Agreement, dated December 6, 2022. | |
99.1 | Press Release, dated December 6, 2022. | |
104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
PHOENIX BIOTECH ACQUISITION CORP. | ||
By: | /s/ Chris Ehrlich | |
Name: | Chris Ehrlich | |
Title: | Chief Executive Officer |
Dated: December 7, 2022
Exhibit 2.1
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this Termination Agreement) is entered into as of December 6, 2022 (the Effective Date), by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (SPAC), OM Merger Sub Inc., a Delaware corporation (Merger Sub), and Intrinsic Medicine, Inc., a Delaware corporation (the Company). SPAC, Merger Sub and the Company are collectively referred to herein as the Parties and individually as a Party. Capitalized terms used but not defined in this Termination Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
RECITALS
WHEREAS, the Parties are party to that certain Business Combination Agreement, dated as of October 30, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Business Combination Agreement);
WHEREAS, pursuant to Section 7.1(a) of the Business Combination Agreement, the Business Combination Agreement may be terminated, and the Merger and the other transactions contemplated thereby may be abandoned at any time prior to the Effective Time, by mutual written consent of SPAC and the Company; and
WHEREAS, the Parties desire to terminate the Business Combination Agreement and abandon the transactions contemplated thereby as set forth herein and in accordance with Section 7.1(a) of the Business Combination Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth in this Termination Agreement, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Termination of Business Combination Agreement. In accordance with Section 7.1(a) of the Business Combination Agreement and subject to the terms and provisions of this Termination Agreement, the Business Combination Agreement is hereby terminated by mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties right, title, and interest in and rights, duties and obligations with respect to the Business Combination Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Business Combination Agreement (together with the other documents and transactions contemplated thereby) or this Termination Agreement, the Confidentiality Agreement or any of the Ancillary Documents, (a) the terms set forth in Section 5.3(a) (Confidentiality and Access to Information), Section 7.2 (Effect of Termination), Article VIII (Miscellaneous) and any corresponding definitions set forth in Article I of the Business Combination Agreement, and no other provisions of the Business Combination Agreement, and (b) the Confidentiality Agreement (the foregoing clauses (a) and (b), collectively, the Surviving Provisions), shall survive the termination of the Business Combination Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Business Combination Agreement hereby, each of the Ancillary Agreements and the Indicative Term Sheet entered into as of July 22, 2022 by and between the Sponsor, SPAC and Company (the Term Sheet) shall terminate in accordance with its terms.
2. Mutual Release. Effective from and after the Effective Date, each of SPAC and Merger Sub, on the one hand, and the Company, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective current and former Affiliates, including, but not limited to, Phoenix Biotech Sponsor, LLC (Sponsor), any and all members of the Sponsor, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a Releasing Party), that:
a. Each Releasing Party represents and warrants that it (i) has no Claims (as defined below) and (ii) has not transferred or assigned, or purported to transfer or assign, any Claims, and covenants that it will not transfer or assign, or purport to transfer or assign, any Claims, in each case, against the Company, on the one hand, or SPAC or Merger Sub, on the other hand, or any current or former Affiliates of the Company, SPAC or Merger Sub, which in each case includes, but is not limited to, Sponsor, any and all members of the Sponsor, and Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns of such Party (collectively, the Released Parties);
b. Each Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the other Releasing Partys Released Parties from, and covenants not to sue any of the other Releasing Partys Released Parties for, any and all claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, punitive damages, costs, losses, debts, interest and expenses (including attorneys fees and costs incurred) of any nature whatsoever, including without limitation, notwithstanding anything to the contrary contained in the Business Combination Agreement (together with the other documents and transactions contemplated thereby), or any of the Ancillary Documents or Term Sheet, relating to breach of contract, fraud or willful breach (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) in connection with or arising from the Business Combination Agreement (together with the other documents and transactions contemplated thereby), the Ancillary Documents, the Term Sheet or the transactions contemplated thereby, including but not limited to their negotiation, execution, performance or nonperformance (collectively, Claims), that such Releasing Party has or had or can, will or may now or hereafter have, including any Claims arising under any applicable Law. Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement, each Party may discover, incur or suffer Claims that were unknown or unanticipated at the time of the execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Partys decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Claims and agrees that this Termination Agreement applies thereto.
3. Waiver of Claims under California Civil Code. The Releasing Parties are familiar with, and effective from and after the Effective Date, the Releasing Parties expressly waive, and each Releasing Party shall be deemed to have expressly waived the provisions, rights, and benefits of California Civil Code §1542, which provides as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. The Releasing Parties further expressly waive any and all provisions, rights, and benefits conferred by any Law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542.
4. Miscellaneous.
a. Section 5.3(a) (Confidentiality and Access to Information), Section 7.2 (Effect of Termination) and Article VIII (Miscellaneous) (other than Section 8.1) of the Business Combination Agreement are hereby incorporated by reference as if fully set forth herein and will apply mutatis mutandis to this Termination Agreement notwithstanding that the Business Combination Agreement has been terminated hereby.
b. The Parties each hereby expressly covenant and agree that none of them will commence, initiate, sustain, assist or support in any way litigation or proceedings against the other Party or the other Partys Released Partys in any way related to or arising out of any claims released by this Termination Agreement. For the avoidance of doubt, nothing herein will be construed to (i) release, acquit or discharge any claims, demands, allegations, assertions, complaints, controversies, charges, duties, grievances, rights, causes of action, actions, suits, liabilities, debts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, punitive damages, costs, losses, debts, interest and expenses in connection with or arising from, (ii) release a Party from its obligations under, or (iii) prevent any Party hereto from enforcing its rights under, this Termination Agreement or the Surviving Provisions.
c. In entering into this Termination Agreement, no Party is admitting any fault or liability of any kind whatsoever to each other or to any third party. Nothing in this Termination Agreement is or shall be construed to be an admission of liability or wrongdoing by any Party. The Parties further agree and acknowledge that neither this Termination Agreement, nor the terms thereof or negotiations relating thereto, shall be offered in evidence in any action or proceeding for any purpose whatsoever, except to enforce the terms hereof or in any proceeding in which the terms of this Termination Agreement are applicable.
d. Each of the Parties hereto represents and warrants that (i) it has the requisite power and authority to execute and deliver this Termination Agreement and the related documents to which such Party is a signatory; (ii) the execution and delivery of this Termination Agreement by such Party has been duly authorized by all requisite action(s) and creates valid and binding obligations of such Party, enforceable in accordance with its terms; (iii) neither the execution and delivery of this Termination Agreement nor the consummation of the transactions contemplated hereby or thereby will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any governmental authority or conflict with, result in a breach of, or constitute a default under any contract, lease, license instrument or other arrangement to which such Party is bound; and (iv) it is authorized to execute this Termination Agreement on behalf of its officers, directors, beneficiaries, representatives, employees, agents, Affiliates, Subsidiaries, attorneys, insurers, successors, predecessors and assigns.
e. Each person who signs this Termination Agreement in a representative capacity represents and warrants that he or she is duly authorized to do so.
f. The Parties agree and covenant to cooperate fully and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this Termination Agreement and which are not inconsistent with its terms. This Termination Agreement shall be binding upon and inure to the benefit of the Parties hereto as well as their administrators, trustees, executors, beneficiaries, receivers, conservators, representatives, the other persons on whose behalf the Parties have released Claims pursuant to Section 2, successors and assigns.
g. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Termination Agreement or the transactions contemplated by this Termination Agreement.
h. In any construction to be made of this Termination Agreement, the same shall not be construed against any Party on the basis that the Party was the drafter. Rather, the language of this Termination Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any of the Parties.
i. Each of the Parties to this Termination Agreement represents, warrants, and agrees that in executing this Termination Agreement it has placed no reliance whatsoever on any statement, representation, or promise of any other party or any other person or entity, not expressly set forth herein, or upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of anything whatsoever. This clause shall: (i) preclude any claim that any Party was in any way fraudulently induced to execute this Termination Agreement; and (ii) preclude the introduction of parol evidence to vary, interpret, supplement, or contradict the terms of this Termination Agreement. Each Party has read the Termination Agreement carefully, knows and understands the contents of this Termination Agreement, and has made such investigation of the facts pertaining to the settlement and this Termination Agreement and of all matters pertaining to this Termination Agreement as such person deems necessary or desirable. Each Party received prior independent legal advice from legal counsel of such persons choice with respect to the advisability of making the settlement provided for in this Termination Agreement and with respect to the advisability of executing this Termination Agreement.
j. The representations and warranties contained in this Termination Agreement shall survive the execution, delivery and consummation of this Termination Agreement.
k. No modification, amendment, or waiver of any of the provisions contained in this Termination Agreement, or any future representation, promise, or condition in connection with the subject matter of this Termination Agreement, shall be binding upon any Party to this Termination Agreement unless made in writing and signed by the Parties to this Termination Agreement or by duly authorized officers or agents of the persons signing this Termination Agreement.
l. This Termination Agreement and all disputes or controversies arising out of or relating to this Termination Agreement or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York.
m. This Termination Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the Parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Termination Agreement shall confer upon any person other than the Parties hereto and their permitted assigns any rights or remedies hereunder.
n. This Termination Agreement may be executed in counterparts, and each counterpart, when executed, shall have the full efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any permissible purpose.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.
PHOENIX BIOTECH ACQUISITION CORP. | ||
By: | /s/ Chris Ehrlich | |
Name: | Chris Ehrlich | |
Title: | Chief Executive Officer | |
OM MERGER SUB INC. | ||
By: | /s/ Chris Ehrlich | |
Name: | Chris Ehrlich | |
Title: | President | |
INTRINSIC MEDICINE, INC. | ||
By: | /s/ Alexander Martinez | |
Name: | Alexander Martinez | |
Title: | Chief Executive Officer |
[Signature Page to Termination Agreement]
Exhibit 99.1
|
Intrinsic Medicine and Phoenix Biotech Acquisition Corp.
Mutually Agree to Terminate Business Combination Agreement
Seattle, WA, December 6, 2022 (GLOBE NEWSWIRE) Intrinsic Medicine, Inc. (Intrinsic), a therapeutics company leveraging human milk biology to transform Gut-Brain Axis (GBA) and inflammatory disorders, and Phoenix Biotech Acquisition Corp. (NASDAQ:PBAX) (PBAX), a special purpose acquisition company sponsored by Phoenix Biotech Sponsor, LLC and formed for the purpose of acquiring or merging with one or more businesses, today announced the mutual termination of their previously announced business combination agreement due to current market conditions.
Intrinsic was encouraged by the positive feedback from prospective investors regarding the attractiveness of our novel and capital-efficient approach to developing transformative new therapeutics. We remain focused on advancing these important potential drugs and are grateful to PBAXs team of experienced life-sciences investment veterans for recognizing the fundamental value of our platform and pipeline, said Alexander Martinez, CEO of Intrinsic.
After careful thought and consideration, we mutually determined that this action is in the best interest of all parties given current market conditions. Irrespective of this outcome, we remain extremely impressed by what founding executives, Alex Martinez and Jason Ferrone, together with the talented Intrinsic team, have built and are optimistic about the potential for Intrinsics drug candidates to disrupt the way that GBA disorders are treated in the future, stated Chris Ehrlich, CEO and director of PBAX.
Additional information regarding the termination of the business combination agreement is provided in a Current Report on Form 8-K filed by PBAX with the U.S. Securities and Exchange Commission and is available at www.sec.gov.
About Intrinsic Medicine, Inc.
Intrinsic Medicine, Inc. is a preclinical-stage therapeutics company leveraging synthetic biology-manufactured human milk oligosaccharides (HMOs), as new medicines to treat large patient populations underserved by current treatment options. In the first half of 2023, Intrinsic plans to initiate a Phase 2 clinical trial under an approved protocol in Australia using FDA recommended primary end points to test its lead drug candidate in over 400 patients with the constipation dominant form of irritable bowel syndrome (IBS), which is estimated to affect approximately five million patients in the United States alone. For more information about Intrinsic, visit www.intrinsicmedicine.com and connect with us on Twitter and LinkedIn.
About Phoenix Biotech Acquisition Corp.
Phoenix Biotech Acquisition Corp. (NASDAQ: PBAX) is a blank-check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. For more information about PBAX, visit www.phoenixbiotechacquisitioncorp.com.
Forward Looking Statements
All statements other than statements of historical facts contained in this press release are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as believe, may, will, estimate, continue, anticipate, intend, expect, should, would, plan, project, forecast, predict, potential, seem, seek, future, outlook, target or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Intrinsics and PBAXs management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Intrinsic and PBAX.
These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict; (iii) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (iv) risks related to biotechnology, industry and regulations; (xvii) changes in laws and regulations; and (v) those factors discussed in PBAXs Annual Report on Form 10-K for the year ended December 31, 2021, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in each case, under the heading Risk Factors, and other documents of PBAX to be filed with the SEC, including the proxy statement / prospectus. If any of these risks materialize or PBAXs or Intrinsics assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither PBAX nor Intrinsic presently know or that PBAX and Intrinsic currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect PBAXs, and Intrinsics expectations, plans or forecasts of future events and views as of the date of this press release. PBAX, and Intrinsic anticipate that subsequent events and developments will cause PBAXs and Intrinsics assessments to change. However, while PBAX, and Intrinsic may elect to update these forward-looking statements at some point in the future, each of PBAX, and Intrinsic specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing PBAXs and Intrinsics assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Ericho Communications
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