Item 1.02 |
Termination of a Material Definitive Agreement.
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As previously disclosed, on September 29, 2021, ARYA Sciences Acquisition Corp IV (the “Company”) entered into a Business Combination
Agreement (the “Business Combination Agreement”), by and among the Company, Amicus Therapeutics, Inc., a Delaware corporation (“Amicus”), Amicus GT Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amicus (“Amicus
GT”) and Caritas Therapeutics, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amicus GT (“Caritas”).
Termination of the Business Combination Agreement
On February 23, 2022, [the Company and Amicus] entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the
parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of February 23, 2022 (the “Termination”).
As a result of the Termination, the Business Combination Agreement will be of no further force and effect, and certain transaction agreements
entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Investor Rights Agreement, dated as of September 29, 2021, by and among the Company, Caritas, Perceptive Life Sciences Master Fund, Ltd. (the
“Perceptive PIPE Investor”), ARYA Sciences Holdings IV (the “ARYA Sponsor”), certain other holders of Class B ordinary shares of the Company (the “Other Class B Shareholders” and together with the ARYA Sponsor, the “Class B Shareholders”) and
Amicus GT, (ii) the Sponsor Letter Agreement, dated as of September 29, 2021, by and among the Company, the ARYA Sponsor, the Other Class B Shareholders, Joseph Edelman, Adam Stone, Michael Altman, Konstantin Poukalov and Amicus GT, and (iii) the
Subscription Agreements, each dated September 29, 2021, between the Company and certain investors, including the Perceptive PIPE Investor, will automatically either be terminated in accordance with their terms or be of no further force and effect.
The foregoing descriptions of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are
qualified in their entirety by (i) the terms and conditions of the full text of the Business Combination Agreement, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K/A with the U.S. Securities and Exchange
Commission (the “SEC”) on September 29, 2021, and (ii) the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which are incorporated by reference herein.